Shakespony: Twelfth Night
by DisneyFanatic2364
Summary: After being shipwrecked in Illyrimane, Applejack disguises herself as a stallion and serves the Duke Spike, who sends her to woo the Lady Rarity for him. Applejack is soon shocked to discover that the unicorn has fallen for her instead! How will she fix this tangled knot? More importantly, how will she win the dragon she loves when he thinks she's a boy?
1. Shipwrecked

**So my latest multi-chapter fic stars Applejack and is based on my favorite play _Twelfth Night_ by William Shakespeare. Not only did I feel Applejack fit the character of Viola, but Viola is my favorite character in drama while AJ is my favorite character in MLP! By the way, this is major AU. Hope you enjoy!**

**Disclaimer: I do not own My Little Pony. If I did, Applejack would have more episodes!**

* * *

She was drowning. There was nothing but darkness. She struggled to get to the surface, her legs kicking the water furiously, but the sea was stronger.

The storm came unexpectedly. The ship was tossed by the ferocious black waves. It was only moments ago she was holding her brother and sister as they hid below deck.

Then lightning struck the mast, setting the ship on fire. The captain ordered every pony on deck and to abandon ship. She and her siblings rushed to the lifeboats, but the force of the sea tossed her sister overboard. Her brother bravely dove in after her while she watched from the rail.

The captain told her to come to the lifeboat, but she refused to abandon her siblings. She put up a fight as he pulled her from the rail, but in the end, the captain succeeded. He ushered her to the lifeboat where the rest of the crew had gathered. She struggled against him, screaming for her brother and sister, but the captain managed to shove her in.

There was no time to lower the lifeboat, so the captain and the first mate cut the ropes and the party landed in the water with a splash. The mare scanned the vicious tempest for her siblings and cried out for them. She received no answer.

The sailors got out the oars and prepared to paddle, but they were not fast enough to dodge the wave coming toward them. The black wall crashed down on them, throwing the tiny boat into the ship, shattering it to pieces.

Soon she found herself deep underwater.

Her mouth was firmly closed, her lungs burning from lack of oxygen. Where was the light? She could not see it!

_Just a couple more strokes! Come on! You can make it!_

She could not hold it any longer. Her mouth opened, allowing the water to flood down her throat and into her lungs. Her body began to sink, her vision fading.

This was the end. In a few moments, she would be joining her parents. If only she had defied her brother's wishes. If only she had not accepted the Prince's invitation. How ironic that she was to be punished for her obedience.

Then she felt a foreleg wrap around her waist and she was lifted toward the surface. She gasped for air the minute her head was above the waves, but she was still semi-conscious.

Her rescuer dragged her along the water and lifted her onto a wooden plank big enough to hold one pony. She opened her eyes and saw the faint outline of a stallion. Then she heard a loud thud and she felt the stallion's hoof slip from hers.

"No," she cried weakly. "No!"

She repeated the word until everything went black.

* * *

The sea is always calm the morning after a tempest, despite the horror that occurred in the night. Scattered along the beach were what remained of a ship called _The Mela_. A muscular blue minotaur lay sprawled on his stomach, soaked and panting for air.

He glanced around for signs of life. Was he the lone survivor? Had the others perished in the wreck? Were the sweet children he was supposed to deliver safely to Prance gone for good?

His ears perked up as he heard a faint cough. He struggled to rise and jogged down the shoreline. He gasped when he saw the limp body of a mare with orange fur. The waves lapped at her, soaking her tattered gown. Her blonde hair was dirty from the sand. As the minotaur came closer he recognized the poor mare.

"Lady Applejacqueline!"

He lifted the mare out of the water and leaned her against a large, dry rock. Sea water spilt from her mouth as she coughed fiercely. Once she could breathe properly, she finally opened her green eyes and looked upon her savior.

"Captain Iron Will?"

The minotaur smiled. "Don't worry, milady. You're safe now."

Applejacqueline grinned in gratitude, but then her eyes widened in worry.

"Where are my brother and sister?"

The captain's face fell. The mare bolted to her hooves and called in all directions.

"Macintosh! Applebloom!"

She ran up and down the beach, searching for her lost siblings.

"Big Macintosh! Applebloom!"

Her eyes glistened with tears as she assumed the worst. Had the sea taken her brave brother and her sweet sister? Was she alone in the world?

"Look!" Iron Will cried.

He pointed out to a floating speck on the water. Applejacqueline squinted and gasped at the sight of a small, yellow, red-headed filly clinging desperately to a wooden plank, crying out in fear.

"Applebloom!" Applejacqueline shouted.

She stepped into the sea, only for the captain to pull her back.

"No, milady!" he insisted. "Iron Will shall get her!"

He dove into the waves and swam toward the filly. Applebloom recognized the captain and called out to him.

"Captain! Hurry! I think I saw a shark!"

"Hold...on...Apple...bloom..." Iron Will shouted between strokes. "Iron...Will...is...coming!"

The filly gripped onto the wood. She shrieked as a dorsal fin floated by.

"Help!"

"Hang on, Applebloom!" Applejacqueline called. "Oh, Captain, please hurry!"

The filly's fear increased as another fin appeared. She tried to climb onto the board but lost her balance and fell into the water again. The minotaur scooped her up and flung her onto his back. Applebloom tightened her forelegs around his neck.

"Don't let go," he said.

The filly did not argue. Applejacqueline let out a sigh of relief as the two approached the beach. Applebloom screamed and pointed as the dorsal fin appeared again. The sea creature then leapt out of the water and flipped in the air. It was only a dolphin. Applebloom blushed in embarrassment while Iron Will laughed.

The minotaur panted as he reached the shore. Applejacqueline caught her sister as she slid off his back.

"Applebloom!" she said, shaking her. "Are you alright, little sis? Say somethin'!"

"Are we there yet?" the filly said wearily.

Applejacqueline cried out for joy as she embraced her. "Oh, thank Celestia you're okay!" She turned to the minotaur. "Thank you, Captain."

"No thanks is necessary," Iron Will said, straightening himself up.

Applebloom glanced around. "Where...where's Big Macintosh?"

The mare gasped. "Oh no."

She got up and began running down the beach again. "Big Mac! Big Macintosh! Big brother! Answer me!"

She kept calling and calling until her throat was sore. She looked out at the sea, but saw nothing but water and dolphins.

"Why won't you anwer me?" she whispered, tears forming in her eyes.

She glanced up at the minotaur as he laid his hand on her shoulder. His face was solemn.

"Iron Will does not think he made it."

"No. NO!"

She collapsed to her knees and sobbed.

"Not Macintosh! Not my brother!" She looked at the sea with angry eyes. "You...you stupid water! What'd I ever do to you that you take away my brother?! Why? WHY?!"

She buried her face in her hooves. She remembered now. It was her brother who had pulled her from the water and placed her on the board. He must have hit his head and drowned.

He perished saving her life.

"My fault," she murmured. "It's my fault."

Applebloom slowly approached her and hugged her around the waist. She was weeping too.

"Don't cry, big sis," she said softly. "We made it, didn't we? Maybe Big Macintosh made it too! Maybe one of them dolphins saved 'im! Like in that story about the musician, Lyra! Maybe they saved the others as well!"

Applejacqueline looked down at her sister's innocent face. Applebloom was too young to understand that their brother was never coming back. Nevertheless, her naivety brought hope to the mare. She ruffled her sister's red mane with a smile.

"You may be right, little sis," she said. "If we survived, there's a chance Big Macintosh did too. Who knows? Maybe he's already made it to the nearest town."

Applejacqueline glanced around the unfamiliar beach. "Where are we, anyway?"

The captain gasped. "Iron Will knows this place! This is Illyrimane! Iron Will was born here!"

"So you know yerr way around?"

"You bet Iron Will does! The nearest town is less than a mile away!"

"Illyrimane?" Applebloom repeated. "I remember Zecora pointin' to this place on the map. It's miles away from Haystings and is not even close to Prance! How are we gonna get home, Applejacqueline?"

The mare grimaced. "I don't know, little sister. I say we find who's in charge here and ask for help."

"That won't be so easy," Iron Will said. "No pony's going to believe you two are of noble birth, not dressed like that."

Applejacqueline looked over their tattered clothes. "You're right. Ponies may easily mistake us for beggars, or worse."

"But we're not beggars!" Applebloom insisted. "Our father was the Duke of Haystings!"

"We can't prove that, Applebloom. Besides, you and I both know with or without the ball gown, I hardly look the part of a lady."

"I wish you'd stop sayin' that!"

"It's true. Every pony back in Haystings says so. If they don't believe I'm noble, the ponies of Illyrimane certainly won't."

"Then what do we do?"

"Iron Will suggests we find an inn," the minotaur declared, "and rest for the night."

"But we've lost everything!" Applejacqueline explained. "Our gold, our gowns..."

"Not _everything_!" Applebloom said, pointing. "Look!"

A red trunk with the Apple Family crest on it had just washed ashore. Seeing that the lock was broken, Applejacqueline opened it up. Inside were Macintosh's clothes. Tears formed in her eyes at seeing them, but she shook away her sadness and looked through the chest. Beneath the garments were five pouches of gold. She counted the money to be a total of fifty bits. It was not much, but it was enough to get them a meal and a place to sleep for the night.

Applejacqueline could not help but smile. It was like a gift from Heaven. She looked up at the sky.

"Thank you, big brother."

* * *

The three castaways were lucky to find lodging at an inn called The Sugar Cube, run by a young couple with newborn twins.

"So where are you all from?" the mare, Mrs. Cake, asked as she served them their meal.

"We're from Hay..." Applebloom started to say.

Applejacqueline covered her sister's mouth. "We're travelin'."

"Ah, I see," the blue mare said. "Well, I understand if you want to keep to yourselves, but might I ask what two young fillies are doing with a...?"

She paused as she glanced up at the minotaur.

"He's our uncle," Applejacqueline said quickly. "Well, he's not exactly our uncle, but he's our guardian. He was a friend of our father's. When Father died, this minotaur here took us in."

"Oh."

Mrs. Cake asked no further questions and left the table.

"Why did you...?" Applebloom started to ask.

"Shush!" Applejacqueline whispered.

The filly spoke quieter. "Why did you lie to her? You never lie!"

"Applebloom, don't you realize how much danger we're in? If any pony knew who we were, they might use that knowledge to their advantage!"

"Your sister's right, young filly," Iron Will said. "The streets are full of thieves and kidnappers. You could be mugged or held for ransom. Illyrimane is no place for two young ladies to be on their own."

"Can't you take care of us?" Applebloom inquired.

"Alas, Iron Will has little money to care for you."

"We scarcely have enough for a day," Applejacqueline added.

"This is terrible!" the filly exclaimed. "Every pony back home is probably worried sick! And I can only imagine how yerr betrothed is feelin'!

The mare groaned. "He's _not_ my betrothed!"

"Still, he'll be pretty upset if we don't show up at the docks."

"He wouldn't give a hoof if our muzzles fell clean off our faces. Forget the Prince. Until we can get word to Haystings, we better find some work."

The filly blinked. "Work? You mean for money?"

"Of course. You know it'll be no sweat for me."

Applejacqueline might have been a mare of noble birth, but she was no stranger to work. As a filly, she would escape from her etiquette lessons by dressing up as a servant girl. Naturally, the other maids assumed she was really a servant and had her do the housework. She had been reluctant at first, but soon found that work relaxed her. Even as a mare, she preferred picking the apples in the orchard herself than having some pony else doing it.

"There are not that many honest ways for mares to make money," Iron Will commented. "Unless you don't mind cooking or cleaning."

The mare shrugged. "I don't mind."

"But you shouldn't have to work, Applejacqueline," said Applebloom. "You're a lady of the..."

"Hush! Captain, who's in charge here?"

"That would be the Duke Spike," Iron Will replied.

Applejacqueline paused. "Duke Spike, eh? I think I've heard of him before. Is it true that he's not a pony, but a...dragon?"

"Indeed, he is."

"How does a dragon become a duke?" Applebloom questioned.

"The late Duke of Illyrimane found the dragon as an infant while hunting in the woods. He was out in the middle of nowhere and since the Duke had always wanted a son, he raised him as his own. Naturally, Duke Spike inherited his title. He lives with his adoptive sister, the Lady Twilight Sparkle."

"You think they're lookin' to hire a maid?" Applejacqueline inquired.

"Iron Will does not know. The Duke does not usually hire mares and the Lady Twilight keeps no hoofmaids. They're not a social pair, you see? They seek only the company of each other, and, " the minotaur snickered, "in the Lady Twilight's case, her books."

"What does the Duke Spike do?"

"Nothing much. Last time Iron Will was here, there was a rumor going around that he was in love with the Lady Rarity. She's the daughter of a late count, who left her and her younger sister in the care of their brother. Unfortunately, he passed away not too long ago. The Lady Rarity took his death rather badly. Since then, she refuses to let anyone see her face and dresses for mourning."

Applejacqueline hung her head. "I can understand that."

She knew all too well what it was like to lose a brother. Applejacqueline figured since she could relate to this mare, she obtain a job as a maid and since the lady had a younger sister, Applebloom could serve her. Even though it meant Applebloom would have to work more than she was accustomed to, at least they would be living in a manor, a setting they were familiar with.

"You think she would accept our services?"

"Iron Will doubts that. She will not admit any pony or any dragon."

The mare sighed. "That is unfortunate."

When they were finished with their meal, the three retired upstairs. The innkeeper's wife had lent them some needle and thread to mend their dresses. Applejacqueline groaned as she tried to get the string through the needle's eye.

"Here, let me try," Applebloom offered.

The filly licked the end of the thread and slid it through the needle.

"I was never good with those things," Applejacqueline said.

As her little sister began stitching her skirt, the mare started thinking of where they were to go from here. The captain had to return to Haystings and report the wreck, but they did not have enough money for all of them to make the journey. Applejacqueline was the oldest sibling now and was responsible for her sister. She had promised her mother on her deathbed to take care of Applebloom and to not let anything happen to her.

They could not stay in Illyrimane. A constable could find them roaming the streets one day and get the wrong impression. With her garments, Applejacqueline could be mistaken for a prostitute and hauled off to prison and poor Applebloom would be placed in an orphanage. She did not say any of this to her sister, because she did not want her to worry. Still, she could not bear the thought of being separated from all she had left in the world.

She needed to find a way to earn money so they could stay together.

"We damaged these really bad," Applebloom observed, snipping the thread with her teeth. "Too bad none of our clothes survived the wreck. Can't we buy some new gowns?"

"We need to save the money for food, sister."

"But how do ya expect to find work lookin' like this?! Ya might as well be wearin' Big Macintosh's britches!"

As the words fell from her sister's mouth, an idea formed in Applejacqueline's head. The grin on her face was joyful and a tad mischievous. Applebloom gazed at her in concern.

"You alright, big sister?"

Without warning, the mare jumped off the bed and rushed to Iron Will's room.

"Captain!" she shouted from the doorway. "I just got the most brilliant plan!"

"Whoa, whoa, milady!" the minotaur said, putting his hands on the jumping mare's shoulders. "What's all the excitement?"

"Yeah," Applebloom said, peering out from behind her. "What's this all about?"

"Shut the door," Applejacqueline whispered.

The filly did so and joined the two on the bed.

"Captain," Applejacqueline began. "You were right when you said this was no place for two young ladies to be on their own."

"It isn't," Iron Will said, shaking his head.

"Well, then we won't _be_ two young ladies!"

"What are ya sayin', sister?" Applebloom inquired.

"Applebloom, you remember how Aunt Orange used to say I might as well have been a boy?"

"Yeah, just because you weren't afraid to get dirty."

"And that was," she mimicked their aunt's voice, "'so unladylike'!"

The filly laughed.

"Well, why don't we make Aunt Orange's wish come true?"

"Huh?"

Applejacqueline turned to Iron Will. "Captain, you have been a good friend to our family for years and you've helped us so much already that I hate to ask you for more, but I expect you to keep this secret and help me in this plan."

"Iron Will shall keep his mouth shut," the minotaur said.

"Then listen carefully." She glanced around and gestured for them to come closer. "I will serve the Duke Spike as a pagecolt."

"A pagecolt?!" Applebloom gasped.

"It pays better than bein' a maid."

"But in order to be a pagecolt, don't you have to be a...a boy?"

Applejacqueline grinned. "That's right. You need a stallion to look after you, sister. If the Duke accepts my services, I'm sure he'll take you as well."

"But...how?"

"Macintosh's clothes. And if we cut my mane a tiny bit..."

"What about yerr muzzle? It's not a stallion's."

The mare put her hoof to her nose. "Oh. Didn't think about that. Well, it was a good plan..."

"Now hold on!" Iron Will interrupted. He looked at the mare through a square he had made with his hands. "This could work."

Applejacqueline's face lit up. "You mean you'll help?"

"Iron Will can make you look like a stallion! You will be the Duke's pagecolt until Iron Will can get word to Haystings!"

The mare cried out for joy and flung her forelegs around the minotaur's waist. "Thank ya, Captain! How can I ever repay you?"

"No thanks is necessary. Applebloom, get a pair of scissors! We're going to make a stallion out of this mare!"

* * *

"Alright, you ready?" Applejacqueline called out from behind the screen.

"Ready!" Applebloom declared.

She and the captain gasped at the pony that stepped out. Not even Applebloom could believe it was a mare she was looking at. Her straw-colored mane and tail were cut short in a style similar to how their brother's had been. She wore a pair of tan trousers, a white collared shirt and a blue jacket with gold buttons. The clothes had been resized, thanks to Applebloom.

"What do you think?" Applejacqueline asked in a voice deep for a mare but shrill for a stallion.

The filly grinned. "I think I have a new brother! Why, if you were red and taller, I'd almost think you were Big Macintosh! But...yerr muzzle..."

"We'll just tell them that she, I mean he, got his looks from his mother and is sensitive about it," Iron Will explained with a slight chuckle.

"But do you think the Duke will buy it?" the mare turned stallion inquired.

"If you can fool me, Applejacqueline," Applebloom said, "you can fool any pony!"

"It's not Applejacqueline anymore, little sister," the mare said as she looked at her new face in the mirror. "It's Applejack."

* * *

**If you have not read _Twelfth Night_: no, it is not a tragedy.**

**I don't know why I have Iron Will as the captain. I guess he just fit. As for Applebloom, she's not based on any character in the play. I put her in here as a reason for Applejack donning the disguise of a stallion. I know it's a stretch for her to pass as a stallion, because you can distinctly tell the difference in the show, but hey, just roll with it. Also, I'm not looking for historical accuracy, so the speech is a little more modern.**

**Why are they from Haystings? It's a ponified version of the English town Hastings, which was Viola's last name in _She's the Man_, the modern version of _Twelfth Night_. BTW, if you haven't seen that movie, see it!**


	2. The Duke

**I'm sorry if any of the characters are a bit OOC. I combined them with the characters from the play, so they're a bit different.**

* * *

The Lady Twilight Sparkle was not surprised to find her adoptive brother in the throne room, nor was she surprised to see him lying on the throne, his claw to his head, listening to Octavia play her cello. Since he had laid eyes on the Lady Rarity, this was all he ever did. It got worse each time she rejected him. By the pathetic look in his eyes, she guessed it had happened again.

She worried about him. He should be out, engaging himself in some other activity, reading a book, anything to get his mind off Lady Rarity. It was bad enough that the ponies had mixed feelings towards the idea of a dragon governing their land, but his sulking made him look lazy in the eyes of the citizens.

He hardly admitted any pony, whether it be a peasant seeking aid or a noblepony paying a visit. He ignored the concerns from the City Council and neglected his duties. If he did not clean up his act soon, the Duchy of Illyrimane was sure to fall apart.

The young unicorn shook her head.

"Is this how you're going to spend the rest of your days?" she asked sternly, approaching the dragon. "Wasting yourself away, listening to depressing melodies, pining over that unicorn?"

The Duke Spike sighed. "Music is the food of love. Play on, Octavia."

"I can't believe you! You're supposed to be a duke! A dragon of respect! How can you expect the ponies to respect you when you do nothing but sulk?"

"And I suppose what you do is any better? You spend your days in the library reading those dusty old books! A mare like you should be married by now!"

Twilight grunted. "Don't try and act like Father, Spike! After all, I am older than you."

"But I am the master of this house!" the dragon spat, sitting up in frustration. "You're just jealous that Father left everything to me and not to you!"

The unicorn was taken aback at this insult. Spike sighed guiltily.

"I am sorry, sister," he apologized. "I have not been myself lately."

"I noticed," Twilight said. "Why are you wasting your time with this one mare, anyway? There are plenty of single mares out there who would be happy to..."

"Why do you suppose she will not marry me? I have position, I have wealth..."

"You won't if you keep eating those gems..."

"Does my breath smell? Are my spines crooked?"

"Your breath is fine..."

"Is it because I'm a dragon?"

Twilight said nothing. Spike groaned and turned onto his back again.

"Play it, Octavia," he said gruffly.

The mare was about to play when a knock on the door made everyone's head turn.

"Now what?" Spike huffed.

The door was opened by a goldenrod pegasus in armor. Twilight's face lit up at the sight of him.

"My lord," the guard spoke, "there is a Mister Iron Will to see you, along with a colt and a filly."

"Whatever they're selling, I'm not interested!" the dragon bellowed. "Can't you see I'm busy?!"

"They said they wish to offer their services."

"I don't care! I don't need any more servants!"

"Spike!" Twilight exclaimed. "It's rude to turn some pony away before hearing their business!"

"Don't tell me what to do, mare!"

"Spike!"

The dragon groaned in annoyance. "Fine! Whatever! Send them in, err...what was your name?"

"Flash Sentry, my lord," the guard responded. "I'll retrieve them."

Before he turned to leave, he met Twilight's eyes, making her blush. The guard returned a minute later with a tall blue minotaur carrying a red trunk, a yellow filly with a red mane and a well-dressed orange stallion with blonde hair and a young face.

Applejack gazed in wonder at the dragon on the throne. His purple scales glinted in the candlelight, his green spines looked soft enough to touch, and when he turned to look at them, she saw his brilliant green reptilian eyes. Even though they were filled with annoyance, she could not help but find them adorable.

She whispered to her male companion. "I didn't think he'd be so...short."

"Dragons grow at a slower rate," Iron Will explained. "He's actually around your age."

She chuckled slightly. "He's kind of cute."

There was silence for a while as the three visitors waited for permission to speak. Twilight glanced at the dragon, hoping he would say something. He was studying the colt with curiosity. He had the form of a stallion, but his freckled face was almost marish. He had luminous green eyes that reminded the dragon of emeralds.

When it was clear her brother was not going to speak, Twilight spoke instead.

"I bid you all welcome. Allow us to introduce ourselves. I am Lady Twilight Sparkle and this is my adoptive brother, Spike, Duke of Illyrimane."

"They know who we are," the dragon snapped. "The question is who are _they_?"

Iron Will set down the chest and bowed humbly. "My lord, I am Iron Will, a sea captain. These two are orphans who have served me well for many years, but I cannot pay them any longer. They seek employment from you, my lord."

"And they are...?"

Applejack stepped forth and crossed her hooves to curtsy. Applebloom coughed, pointing out her sister's mistake. With a blush, she quickly corrected her gesture into a bow.

"My name is Applejack, my lord," she said in her masculine voice. "This is my sister, Applebloom."

The filly curtsied. "My lord."

"You're not from Illyrimane, are you?" Spike asked abruptly. "Your accents are funny."

Applejack gasped and narrowed her eyes at the Duke. Ponies from outside of Haystings were always poking fun at their dialect, calling it garish and unsophisticated. This dragon seemed to be just as much a snob as the nobleponies.

"Excuse my brother's rudeness," Twilight said, shooting a glare at the dragon. "He is not in his wits today. Based on your accents, I'd say you're from Haystings, am I correct?"

Applejack shared a glance with her sister. "We are, milady."

"You shall have to tell me all about it! I've always longed to travel and I read so much about..."

Spike groaned. "You and your books again." He looked back to the trio. "You say you want to work for me. What can you do?"

Applejack cleared her throat. "My lord, I wish to be a page and my sister is handy with needle and thread. She can also do some housework and whatever task you have for her."

"I do have some dresses that need mending," Twilight noted.

Spike was now speaking directly to the disguised mare. "Can you read and write?"

"Yes, my lord," Applejack responded.

He rubbed his chin. "Do you like music?"

The mare was confused by this, but she nodded.

"What kind?"

"I like whatever music should pique my interest."

The dragon seemed to like this answer, for he smiled.

"Would you say you, uh...have a way with words?"

"It depends on the type of speech I am given."

Spike's smile widened. "Okay, you've got the job."

Applejack blinked suddenly. "Just like that?"

"Just like that. Oh, your sister too, so long as she doesn't disturb me while I'm busy."

"She will not, my lord. I assure you. Applebloom is as well-behaved as any noblemare."

He smirked. "Well, that's a big promise."

"It's true, my lord."

The dragon leapt off the throne and walked toward them. Applejack could now see exactly how short he was. He stood no higher than her chest. It was certainly going to be strange taking orders from a midget. Still, his height made him look all the more adorable.

The Duke took gold out of his purse and handed it to the minotaur.

"Here's for your troubles," he said bluntly. "You may leave now."

Iron Will glanced down at the two sisters and flung his arms around them. The fillies returned his embrace. They had known the captain for many years and he had paid them so much kindness.

"Good luck," he whispered.

The two watched his back until the doors closed on him.

"Caramel!" Spike shouted.

In a few minutes, an orange stallion with slick brown hair came panting into the throne room.

"Yes, your lordship?"

The dragon pointed at the duo. "Take my new page and his sister to the servant's quarters and see that they each get a bed."

"Uh, if it please your lordship," Applejack said, "my sister and I would like our own room."

Spike turned around and raised his eyebrow. "Your own room? What do you think this is? An inn?"

"Beg pardon, my lord. It does not have to be anything fancy. It's just...my sister is nervous around strangers and she'd rather share a room with me."

Applejack nudged her sister with her back hoof. Applebloom got the message and hugged the older sibling's leg.

"Yes! Please?"

"If I may," Twilight said, "there is an empty room with two beds in the servant's quarters. It's small, but it should be suitable enough."

"It is all I request, my lord," Applejack said, bowing her head.

She so hoped she did not have to share a room with stallions. Suppose some pony walked in while she was undressing?

Spike liked the way this colt spoke: so reasonably, so honestly, yet courteously at the same time. His voice was a little high for a stallion's, but smooth and clear. His visage was pleasant and youthful, his eyes stripped of falseness and filled with persistance. He was just the kind of colt he was looking for.

"Very well."

Applejack looked up in shock. Twilight was equally stunned.

"Do not look so surprised," Spike said with a laugh. "It's a small request which I am happy to fulfill. Caramel, take them to this room." He turned back to Applejack. "Once you two are settled, come back here and we shall discuss your duties."

Applejack noticed the change in the dragon's voice. It was softer and kinder than a few minutes ago. The smile he gave her was warm and friendly. Applejack found herself smiling back.

"Thank you, my lord."

As she watched Caramel lead the siblings away, Twilight looked at her brother curiously. She was about to say something when he interrupted her.

"What do you think of our new servants?"

The unicorn glanced back in the direction the pair had gone. "They both seem well-behaved, even the filly. I hope she is as good with needle and thread as her brother says."

"I'll take his word for it. He appears to be an honest colt."

"Quite handsome, too, though...did he not seem a bit...marish?"

"Don't be rude, Twilight. The appearance of one's face does not account for one's personality. I mean...look at me."

"If appearance does not count, then how do you know he is honest?"

"I can see it in his eyes."

Twilight tilted her head. "Is that why you hired them so quickly?"

"I have my reasons and they are none of your business!" Spike snapped as he sat back on his throne. "Start playing, Octavia."

The unicorn studied the dragon as the music rang from the cello.

"You know something, Spike?"

"What?"

She smirked. "That was the first time I've seen you smile in months."

* * *

Not too far from the Duke's manor was the estate of the Lady Rarity. Surrounding the grand house was an apple orchard and walking in that orchard was a yellow pegasus with a flowing pink mane. She was searching the skies furiously.

"Discord!" she cried, holding up an animated hairbrush that was struggling to escape her hoof. "I know you're behind this!"

She heard laughter, but she could not find the source.

"Oh, come on! You have to admit it was funny!"

"Where are you?!" the mare shouted furiously.

Someone tapped her on the shoulder. She spun around to face a tall creature with a gray head of a pony, a long serpentine body covered in brown fur, a lion's paw, an eagle claw, a bat wing, a blue pegasus wing, a goat leg, a dragon leg, a snake tail, and a deer antler and goat horn on his head. He also had a white goat beard, a long black mane, bushy white eyebrows and yellow eyes with red pupils. Any pony not used to this sort of sight would have been frightened, but this mare did not even flinch.

"You're lucky I'm the one who found this!" she exclaimed, poking the screaming brush into his stomach. "If my lady knew about this, she would banish you from the manor for sure!"

The creature scoffed. "You think my niece would object to a brush that not only styles her mane but compliments on it?"

The mare narrowed her eyes. "She lets you stay here on the condition that you do not cause mischief! Now turn this brush to normal or I will show it to my lady!"

He groaned. "Really, Fluttershy! Have you no sense of humor?"

"Discord..."

"Fine!"

The creature snapped his lion fingers and the brush stopped screaming and was lifeless again.

"Thank you," Fluttershy said. "See that this doesn't happen again."

"Must you suck the fun out of everything?" Discord complained. "I swear, you're getting to be as boring as Cranky Doodle!"

She sighed. "Discord, you promised Lady Rarity that you wouldn't use your magic in this way. You really must break this habit or I'll have to inform your niece..."

"If you were going to tell her, you would have done so already." He smirked. "Why haven't you?"

Fluttershy opened her mouth but could not come up with a proper excuse. She gasped as Discord suddenly grabbed her hoof.

"You know what I think?" he said, wriggling his eyebrows. "It think my charms have had an effect on you."

The pegasus' cheeks flushed red. Then she scowled and wrenched her hoof away.

"I'm serious, Discord," she warned. "You must keep yourself in check! It's bad enough that you pull these little tricks in the house, but if my lady knew of your nightly excursions with those mischievous knights..."

"Who? Sir Soarin and Sir Rainbow Dash?"

"Who do you think? The elaborate pranks the three of you pull always get out of hoof! You could seriously hurt some pony these days!"

"Do they bother you, my dear?"

The mare shook her head. "No. I will admit, I do not mind Sir Rainbow Dash as much, but that Sir Soarin...he is absolutly uncouth! I do not understand why you wish your niece to marry him!"

"He's as tall a stallion as any is in Illyrimane."

Fluttershy raised an eyebrow. "What does his height have to do with anything?"

Discord looked at his paw nonchalantly. "Why, with the height of three thousand bits a year."

The pegasus could not help but giggle, which made the creature grin.

"Aha!" he cried, pointing a finger at her. "See? You _do _have a sense of humor!"

Fluttershy stopped laughing. "The knight might have money, but he's not exactly...bright. I have heard Lady Rarity often say she would prefer a well-educated stallion."

"What? He's got brains."

The mare looked at him wearily.

"He does! I swear!"

"You sure the reason you want him to marry your niece isn't simply that you want your friend to be part of the family?"

Discord scoffed. "What? No! That's silly! Why, Soarin's the perfect match for my niece! You'll see!"

"But why Soarin and not Rainbow Dash?"

"Eh. Dashie's okay, but he can be a real grump sometimes. Plus..." He glanced around and leaned closer to her. "Between you and me, he acts a bit marish sometimes."

"But he is so brave and strong, far worthier a husband than Sir Soarin would ever make."

"Well, if you think he's so _brave_ and _strong_," Discord said with disgust, "why don't _you_ marry him?"

Fluttershy blushed. "Oh, I do not think I will marry for a while, not while my mistress is in mourning."

"Why does she have to be so dramatic? So her brother died. So what? Yes, it's sad and all, but she should liven up! As I always say, out with the old..."

The mare gasped as Discord pulled himself inside out, transforming into a baby draconequus.

"In with the new!"

In a flash he was back to normal. Once again, Fluttershy could not contain her giggle.

"Admit it!" he exclaimed. "Admit that you like my jokes!"

She cleared her throat. "They are...amusing."

"Bah! Stop trying to be such a stiff, Fluttershy! Have a little fun once in a while!"

"Fluttershy!"

They both turned at the sound of a filly's voice. A young white unicorn with a curly pink and purple mane and green eyes was running toward them. She stopped in front of them to catch her breath. Fluttershy smiled and knelt down to the filly.

"What is it, Sweetie Belle?"

The unicorn panted. "My sister...locked...in...room...again."

The pegasus sighed. "Excuse me, Discord. I have to go comfort my lady."

Discord huffed. "Oh, let her continue the theatrics! Maybe she'll get tired and finally give us some peace."

He covered his ears as he heard a loud bawl come from the manor.

"Then again, stop her now, please!"

Fluttershy rolled her eyes. "Must you be so insensitive, Discord?"

He groaned. "Must you be so serious about everything, Fluttershy?"

"It's a serious matter! Don't let me catch you up to your antics again! I promise you, next time, I won't let it slide! Come on, Sweetie."

Discord watched as the mare walked with the filly into the mansion.

"Pretty thing," he admitted under his breath, "but such a killjoy!"

* * *

**So Spike is older in this story than he is in the show and I know, kind of weird seeing him bossing Twilight around. I guess power can go to one's head (hehe). And he's a bit grumpier. The reason he's Orsino is because he pines for the woman who does not return his affections and plus, I'm just a crazed AppleSpike fan!**

**Twilight's not based on any character from the play. I was trying to match her up with one and figured she should just be her own character.**

**Then there's Discord and Fluttershy as Toby and Maria. I realize Fluttershy does not really match Maria's personality, but what I liked about Maria was that despite the things Toby did, she cared for him and tried to get him out of trouble (up to a certain point). It reminded me of Fluttershy's relationship with Discord. Plus, it gives me an excuse to ship Fluttercord again!**

**Yes, I'm aware that Rainbow Dash is a girl!**


	3. Settling In

**This took a while and I will be busy the rest of the week.**

* * *

Their room was more of a closet, containing no furniture but a set of bunks and a single wooden chest. Caramel set the red trunk down and let out an exhausted breath.

"You two are lucky to have a room to yourselves," he said. "I have to share a room with three other stallions! Do you two want a minute alone or shall I take you back upstairs now?"

"Give us a minute," Applejack replied.

Caramel nodded and closed the door behind him. Applejack sighed in relief and fell back on the lower bunk.

"Thank goodness!" she exclaimed. "I was worried they wouldn't buy it!"

"I'd say you convinced 'em that you're a stallion," Applebloom said. "The Duke seemed mighty nice, even if a bit grumpy."

"He was downright rude, that's what he was! He called our accents funny!"

"I'm sure he didn't mean it like that. At least the lady was nice."

Applejack smirked in agreement. "She seems to have more sense than her brother."

"I wish ya hadn't told them I could do housework though. Get real, Applejacqueline! I've never picked up a washcloth in my life!"

"It's not too hard, sister. Besides, you're a filly. I'm sure they'll go easy on ya. And quit calling me Applejacqueline! I'm a boy now, remember?"

"Sorry, sister. I forgot for a moment."

"Brother! I'm yerr _brother_!"

Applebloom groaned. "Sorry! You've been my sister all my life! Ya can't expect me to get used to ya bein' a boy so..."

Applejack covered her sister's mouth. "Keep it down! Ya want all of Illyrimane to hear ya?"

Caramel knocked on the door. "Is everything alright in there?"

The siblings pulled away from each other.

"Yeah!" Applejack called before whispering to her sister. "Look, I'm not comfortable with this lie either, but if any pony finds out who we really are, we could get in trouble. If any pony asks about our past, stick to the story I told ya."

"But what if they ask me somethin' ya didn't tell me?" Applebloom inquired.

"Then make somethin' up, just don't reveal anythin' about my real gender or our station."

"I still feel bad about this."

"It won't be forever, little sis." She knelt down and laid her hooves on the filly. "When the captain returns, we can go home. Just keep quiet, do whatever the Duke Spike and Lady Twilight tell ya and don't lose hope. Understand?"

Applebloom nodded. "I understand, sis...I mean...brother."

* * *

When the siblings returned to the throne room, the Duke was lying across his seat, his claw to his forehead, his eyes closed. A gray mare with a black mane was playing a sad tune on her cello. Lady Twilight was standing beside him, rolling her eyes at his behavior. Then she noticed Caramel and the new servants.

"Oh, you're back already!" she exclaimed.

Spike opened his eyes and looked over at the pair. "What took you so long?"

The unicorn nudged his head, gesturing for him to sit up. He grudgingly did so and turned to the servants.

"Caramel, you may leave now," Spike ordered.

The stallion bowed and exited the room. Octavia, thinking the Duke would be more focused on the new servants, ceased her playing. However, this was not what the dragon wanted.

"Don't stop!" he bellowed. "Keep playing!"

Octavia sighed and obeyed her master.

"So anyway," Spike said, addressing Applebloom, "my sister and I have decided that you will work in the kitchen and help our chef, Gustav le Grand, as well as attend Twilight whenever she calls for you. She'll give you the details."

Twilight approached the filly. She frowned when she finally noticed her tattered gown.

"Is that the only dress you have?" she could not help but ask.

Applebloom hung her head. "I'm afraid so, ma'am."

"Well, I have some old curtains and sewing materials you can use to make a dress. Come, I'll show you."

The filly was excited at the thought of getting a new dress and was about to follow the unicorn when she paused to look back at her sister.

"Be good," Applejack mouthed.

Applebloom nodded and ran to catch up with Twilight. Spike jumped off his throne and started walking towards the disguised mare.

"As for you, Applesauce..."

"Applejack," she quickly corrected.

"Yeah, yeah," he said, waving his claw dismissively. "As I was saying, your duties are simple, but you must stick to them. I don't like it when ponies are lazy. You must be at my beck and call every second of every day. I might ask you to fetch me something or to deliver a letter. When you are not running errands for me, I expect you to be sharing cleaning duties with the other servants. I have no housekeeper, you see. Mares are a pain to keep."

Octavia stopped playing for a moment to clear her throat, while Applejack resisted the urge to stomp her hoof and protest. She took a deep breath and calmed her frustration.

"I understand, my lord."

"Good," Spike said bluntly. He turned to Octavia. "Who told you to stop playing?"

"Apologies, my lord," the musician grunted. "I was distracted."

"Well, don't let it happen again!" He whispered to Applejack. "It's so hard to find good musicians these days. I mean the best I could find was a female!"

The disguised mare's face grew hot with anger. She did not know how much longer she could take his sexist comments.

Spike sat back on his throne and gestured to the space beside him. "Sit down."

After taking another deep breath, Applejack took a seat on the floor next to the Duke. The dragon leaned his head on his claw as he listened to Octavia's cello. Applejack waited patiently for him to give her another order or at least say something. The silence was awkward, despite the music playing.

"How do you like this song?" Spike asked abruptly.

It took her a second to realize he was genuinely asking for her opinion. She did not expect a noble like him to do such a thing.

"Oh, uh..." she stammered.

She took a moment to listen to the tune herself.

"Personally, I think it's quite depressin'. It makes me think of..." She paused. "Some pony I lost."

Spike nodded in understanding. He flipped onto his belly and leaned his head on his fists.

"Apple John..."

"Applejack."

"Right. Applejack, have you ever been in love?"

The mare blinked in confusion. That question had come out of nowhere.

"No, my lord," she admitted. "I've never had the fortune to..."

Spike scoffed. "Fortune, indeed! Let me tell you something, Apple Pie..."

"Applejack."

"Whatever! Let me tell you something! Love stinks! Oh, it's wonderful at first, until the lady rips your heart out, throws it on the ground in front of you and dances on it!"

She grimaced at the image that came to mind. Octavia's playing slowed down for a second as she heard the Duke's passionate statement. The dragon slumped in his seat, his tiny arms crossed. Applejack saw a tear fall from his eye and for the first time, felt pity for him.

"I reckon there's a mare involved here?"

She already knew the answer, but she learnt from her brother that the best way for one to ease pain is to talk about it. Spike looked at his page and nodded.

"Is she pretty?" she asked with a smirk.

"She's beautiful!" the dragon breathed. "The moment I saw her, her pure white fur, her gorgeously styled mane and her sapphire blue eyes, I was turned into a lovesick school pony. Even her name is beautiful. Rarity!" He sighed dreamily. "Oh, it's like the sound of diamonds delicately falling one by one into a crystal bowl."

He then furrowed his brow angrily. "But she couldn't care less about it! I tell her I love her, I send her gifts, and she still rejects me!"

"Have ya tried flowers?" Applejack suggested.

"That was the first thing I tried! Then I tried poems, jewels...and let me tell you, those were not easy to give away!"

"I've heard of this Lady Rarity and that her brother died recently."

"Yes! Now she refuses all my messengers, telling them that for seven years, in honor of her brother, she will walk around with a veil, refuse any male from seeing her face, dress in black and will not admit any kind of suit."

"Wow," Applejack uttered in surprise. "That sounds...dramatic."

She, herself, was upset with her own brother's death, but she knew Big Macintosh would not want her to stay sad forever. If anything, she would prefer the company of others. That way, she would not feel alone.

"If I may speak freely, my lord," she said carefully, "wouldn't it be best to court a mare more...available?"

"What?!" Spike shouted. "And betray my love for Rarity?!"

"But my lord, from the way you describe her, I'd say the lady is...uninterested. After all, she is more concerned with her brother's death than..."

"Don't you see? This vigil of hers makes her all the more desirable!"

Applejack blinked. "Ya lost me, sir."

"If she can have this much love for her brother, imagine how much love she'll give her husband!"

"Good grief," the mare said under her breath.

Applejack never really considered herself a romantic, though she preferred to choose her own husband. After watching the dragon, she did not plan on becoming romantic any time soon. If this was what happened to romantics, she figured it was not worth it.

"Enough!" Spike said suddenly and Octavia stopped. "It's not so sweet now as it was before. You can take a break now, Miss Octavia."

"Finally!" the mare breathed.

The Duke jumped off his throne. "You know what I feel like? A walk in the garden! Why don't you join me, Apple Core? I'll give you a tour of the castle grounds."

The orange mare gritted her teeth as she followed him. "It's Applejack!"

* * *

"What do you think of our garden?" Spike inquired.

Truthfully, Applejack thought it was quite impressive. There were flowers of many kinds: roses, buttercups, violets, lilies, tulips and more.

"Very well tended," she said in awe.

"I'm sorry there are no apple trees," he said with a shrug. "I hear Haystings grows the best apples in the world, am I right?"

Applejack smiled at the memory of the orchard back home. "You'd be right, my lord."

"That explains your name." He rubbed the back of his neck awkwardly. "Speaking of which, sorry I didn't get your name right a few times. It's nothing personal. I'm just bad with names."

The mare shrugged. "Well, what's in a name? That which we call an apple by any other name would taste as sweet."

Spike stopped and turned to her with a smirk. "You weren't kidding when you said you had a way with words."

She did not know why, but she found herself blushing. It was strange, for this was not something she often did.

"That's why I hired you," the dragon continued. "I have a job to be done and I think you're the colt to do it."

"What kind of job, sir?" Applejack asked.

"I'll tell you later."

He walked a few steps and leaned forward to sniff a rose.

"Ah," he sighed. "So lovely!" His face fell. "Just like her."

Applejack shook her head. She hoped the captain would hurry back soon. She was not sure how much more of this nonsense she could take.

* * *

Iron Will searched the town for a stable, or at least a cart that would take him to Haystings. Perhaps if they had traveled by land before, though it would have taken longer, they would not be in this mess.

The minotaur did not look where he was going and bumped into someone. He fell backward into a melon cart, bursting a melon open and squirting juice onto the shirt of the pony he had collided into. He looked up and saw that it was not a pony, but a well-dressed, very cross donkey with a head of black hair. He glared at the minotaur.

"You...you..."

"Iron Will apologizes, sir!" the captain said as he rose. "Iron Will was not watching where...

"YOU'VE RUINED MY SUIT, YOU IDIOT!"

The minotaur scowled. He did not like it when others yelled at him.

"Excuse me, sir!" he shouted. "But perhaps _you_ should watch where _you're_ going! You do not want to make Iron Will angry!"

The donkey gasped. "Are you threatening me?"

"What if I am?"

"Guards!"

Two unicorn officers rushed to the donkey's aid. He pointed accusingly at Iron Will.

"This...this...monster attacked me!"

The minotaur blinked. "What? But I..."

"Arrest him at once!"

Iron Will held out his hands in protest, only to have a pair of metal cuffs slapped onto his wrists.

"Come along quietly, sir," one of the guards said, "and you will not be harmed."

"But Iron Will is innocent!" the minotaur cried as the soldiers took him by the arms.

He ripped himself out of their grasp, but the unicorns used their magic to trap him in a bubble. Iron Will was paralyzed, but he could still think. He was thinking about Applejacqueline and Applebloom and how they were going to get home now.

* * *

"Do you like it?" Applebloom asked as she twirled around, showing off her new dress.

"It's nice," Applejack said indifferently.

"The Lady Twilight said she's goin' to bring me new fabrics so I can make more gowns! She's _so_ nice! She showed me the whole manor! Oh, have you seen the library? It's huge!"

"I've seen it."

"And did you know the chef is a griffin? Do ya know what a griffin is? He's half eagle, half lion! He's Prench, too!"

"That's nice."

"Then Lady Twilight showed me her dresses." She stuck out her tongue. "Not only do they need a good mendin' but a head to hoof makeover! She may be nice, but she has poor taste in fashion. So how was the Duke?"

Applejack groaned and fell back on her cot. "He's unbelievable! He wouldn't stop talkin' about that mare! Rarity this! Rarity that! Rarity's so pretty! Not only is he a nervous wreck, but he's so rude! All those things he said about mares! He's no better than Prince Blueblood!"

"Oh, come on," Applebloom said. "I'm sure he's not _that_ bad."

"You weren't there! Ugh! That dragon is a snob just like all the other nobles! I don't see why he wants me anyway. All I did was follow him around all day and listen to him jabber on and on about how miserable he is! What does he take me for? A psychiatrist?"

The filly was about to respond when some pony knocked on the door. Lady Twilight's voice was heard.

"May I come in?"

Applejack climbed down and straightened her jacket. "Of course, milady."

The unicorn entered, carrying a stack of cloth with her magic.

"I found some fabrics for you, Applebloom," she said. "I hope they will do."

Applebloom's amber eyes glinted with excitement as she took the material in her hooves.

"Thank you, milady!"

The unicorn giggled. "Oh please, sweetie. You can call me Twilight."

"Okay, Twilight!" The filly set the fabrics down on her bed and examined them. "Gee, where can I start?"

Applejack smiled at her sister and turned to Twilight. "This was very kind of ya, milady, but you didn't have to bring these down yourself."

"Oh, I don't mind," the unicorn said with a shrug. "You're probably wondering why we have no housekeeper or maids. Well, housework relaxes me, so I prefer to do it on my own."

The disguised mare nodded. "That's a practical hobby, not something you'd expect from a lady of the court."

Twilight rolled her eyes. "It's just a stupid title. It doesn't mean anything. Spike is the one with power."

"Why'd your father make him heir and not you, milady?"

"Society expects a male heir." The unicorn chuckled. "You think I'm jealous, don't you? Well, I suppose it's a little strange that Father gave the title to his adopted child and not his blood child, but honestly, I don't mind. I'm not really interested in politics anyway."

"I'd think you'd make an excellent ruler, milady."

Twilight blushed. "Thank you. Hey, I wanted to tell you that I'm really glad you two showed up here. I'm amazed at how much my brother favors you after only knowing you for a day!"

Applejack scrunched her nose. "Favors me?"

"Of course! Didn't you see him smiling today? He hasn't smiled in months! And I saw him giving you a tour of the manor. He _never_ does that for any pony! Don't forget he gave you two a room to yourselves! Why, he hasn't been that generous since... What else did you two do?"

The disguised mare shrugged. "I don't know. He just had me follow him around, talked about the Lady Rarity, asked me what I thought of the music and the garden..."

"He asked you for your opinion?! He never asks _any_ pony for their opinion! He never even asks _me_ for my opinion! He doesn't listen to any pony else's opinion unless it matches his own!"

She stared at Applejack in awe. "How do you do it?"

Applejack could not respond, for she was trying to process the lady's words. Did the Duke really favor her? Despite his arrogance, had he been giving her special treatment all this time?

"Well," Twilight said, "you've certainly made a change in him. You know, he may seem thick-skinned, but he has a good heart. I hope you'll stay with us long. We're going to be good friends, you and I!"

Applejack could not help but smile. She had never had a female friend her age before. The maids back home were either too old or too young and all the noblemares who came to visit were either too snooty or wanted nothing to do with her. She wanted to get better acquainted with the unicorn, but then remembered she was supposed to be a stallion and should be careful. She did not want Twilight or any pony to get the wrong impression.

"I look forward to servin' ya, milady," Applejack replied.

"Please," the unicorn said. "Call me Twilight. 'Milady' makes me feel so old!"

The two mares giggled. Applejack then realized how shrill her laughter was and coughed deeply to cover it up.

"Well, I must be off," Twilight said. "It's getting late and I want to finish that chapter of _Magical Myths and Legends_ before bed. Goodnight, Applejack! Goodnight, Applebloom!"

"Goodnight!" the siblings said in unison.

Once the lady was gone, Applejack turned to her sister. "You're right. She is nice."

"Told ya!" Applebloom exclaimed. "Wow, Applejacqueli...err, Applejack! Only a day at work and you're already in the Duke's favor!"

"Yeah," Applejack uttered.

"And he's really not that bad. I'm sure you'll like him better once ya get to know him."

"Sure."

The filly looked at her slyly. "He's kinda cute too."

The mare blushed a deep red. She then laughed and playfully nudged her sister.

"Oh, you little whipper-snapper! The very idea!"

"Why not?" Applebloom inquired.

"First of all, hon, he's our master. Our relationship must remain professional. Second, I'm supposed to be a stallion, remember? Third, ya know he's in love with some pony else."

The filly shrugged. "Hey, I was just teasin'."

"Well, don't."

As Applejack flopped down on her bed, she muttered to herself. "Me and the Duke...of all the..."

She then thought of Spike's adorable eyes, his adorable face and his adorable smile and could not help but blush.

* * *

At first, he could only see shapes. Then his vision came into focus and he saw a straw ceiling.

"Oh, thank Celestia!" said a female voice. "I nearly thought you dead!"

The stallion turned his head to see a blue unicorn maiden with platinum hair sitting in a chair beside him. A wide grin was upon her face, her violet eyes shining with joy.

"Who are ya?" he uttered, attempting to rise. "Where am I?" He stopped and clutched his head. "Why does my head hurt?" Then he looked down and realized that his fur had changed color. "And why am I orange?"

"Take it easy!" the mare urged, trying to get him to lie back down. "You had a nasty blow to the head. I tried to use a healing spell on you, but..." She blushed with embarrassment. "It instead turned your coat a lighter hue. The effects should wear off...eventually."

"But how did I get here? And who are you?"

The mare's smile faded and she hesitated in answering. "My...name is...is...Trixie. Trixie Lulamoon. You're in my cottage, just outside Illyrimane. You were lying on the beach and I brought you here."

She remembered how she had found him nearly dead. His brilliant emerald-green eyes had opened for a moment and locked with hers before closing again. She blushed at the memory of how in the process of feeling his pulse, she had felt his strong muscles.

"Illyrimane?" the stallion said. "The beach?"

He rubbed his head. He rememberd now. There was a storm, his little sister had fallen in the water, he had rushed to save her, he had placed her on a raft, the ship had exploded, he found his other sister and pushed her onto the wood and then...everything went black.

He gasped and sat up. "My sisters! Where are my sisters?!"

"Your...sisters?"

"Where are they?!"

The unicorn looked at him sadly. "You...you were the only one I found. I...I didn't see others."

Tears formed in the stallion's eyes. "Then they are drowned." He buried his face in his hooves. "Oh, sweet Applejacqueline! Dear little Applebloom!"

Trixie sympathetically put her hoof on his shoulder. "I am sorry. I lost my family as well. But cheer up. At least you survived."

The stallion raised his eyes to meet the mare's and sighed. "You shouldn't have saved me. If you had not, I would have died with my sisters! We could've been together!"

The unicorn shook her head. "Tsk, tsk. That's no way to talk! If your sisters were here, I'm sure they'd want you to live instead of sulk. Now lie down. I'll make you some soup."

The stallion nodded to her. "Thank you, madam."

Trixie smiled, her cheeks blushing again. "What's your name, sir?"

Like her, he hesitated in answering. "Big Mac. My name is Big Mac."

* * *

**Yes, Big Macintosh is alive and I had to make him orange somehow. I'm not a TrixieMac fan. I just thought Trixie would fit the part of Antonio, since she is a (SPOILER ALERT!) reformed criminal in exile (she fits the bill anyway).**

**One of the few things that bugged me about the play was that it never explained why Viola was in love with Orsino, so I decided to expand AJ and Spike's relationship here. Also, it said that the captain was in prison for some reason but it was never explained. My goal is to fill in all the plot holes Shakespeare created.**


	4. We're All Fools Here

**I'm going to try to update at least once every week.**

* * *

"So how are you and the Duke gettin' along?" Applebloom asked her sister as they scrubbed the dishes.

Applejack shrugged. "Not as bad as I figured. I guess you and Twilight were right about me bein' in his favor. Caramel and Time Turner have been givin' me funny looks."

"Funny as in humor or funny as in strange?"

"Funny as in I think they're angry with me."

"They're just jealous. After all, I don't see the Duke callin' on them as often. They also don't get invited to dine with him like you do. I heard 'em whisperin' at lunch yesterday that he might promote ya to advisor!"

"We've only been here a week, Sugar."

"Exactly! That's why they're so jealous! Take Time Turner, for example. He's been workin' here for ten years and hasn't gotten as far as you have! How come you're so special?"

"Beats me. I didn't really do anything to impress him. He did say he liked the way I talked, whatever that means."

"Well, Miss Octavia said she's glad he's got some pony else to rant to. I think that's a good thing."

"How ya holdin' up with the work?"

"It was hard at first. The first day, Gustav yelled at me for droppin' so many plates, but I think I got the hang of it. Twilight is the best mistress ever! Actually, she feels more like a big sister than a mistress! Oh, no offense."

"It's okay, hon. I'm glad you're doin' fine."

They heard the sound of some pony clearing his throat and turned to see Time Turner standing in the kitchen doorway.

"The Duke would like Applejack to meet him in his study," he said in a monotone.

Applejack put down the plate she was washing. "I'll see ya at dinner, sis."

"If he doesn't invite ya tonight," Applebloom whispered with a wink.

The mare ruffled her sister's mane. On her way out, she felt Time Turner's glaring eyes follow her. She felt uncomfortable being the center of envy amongst the servants. It was not something she intended to do.

Another part of her did not mind being the Duke's favorite. Since started getting name right, she disliked him a lot less. In fact, she felt more pity than disdain towards him. Watching him pine for the Lady Rarity every day made her almost wish the unicorn would accept his affections. Applejack wondered what this mare was like. She must be quite pretty for him to get so worked up about.

Applejack was rather enjoying Spike's company. He made sure their conversations were not one-sided and always demanded that she speak freely. When Blueblood was courting her, he would continuously talk about one thing: himself. While the Duke would talk about himself and Lady Rarity often, he would also ask Applejack about herself. She had told him that she and Applebloom were orphaned when she was thirteen and that Captain Iron Will had taken care of them, which was true to some extent. All her stories were like this where she would never give any incriminating details. The Duke would also ask for her opinion on music and philosophy. She did not think her answers were that intelligent, but he always seemed pleased with what she had to say.

The door to the Duke's study was open. The dragon was sitting on a high chair at his desk, holding a piece of parchment in his claw.

"You wished to see me, my lord?"

Spike turned around and smiled at the sight of her. "Ah, Applejack! Excellent! I need your opinion again." He held out the parchment. "Read this and tell me what you think."

Curious, Applejack took the paper in her hoof and started to read: _Most radiant, exquisite..._

"Read it aloud," Spike said quickly. "I want to hear how it sounds."

The mare nodded and started again, this time speaking the words on the paper:

"_Most radiant, exquisite and unmatchable beauty, the fairest of the fair, the diamond of mine eye..._"

Applejack paused to raise an eyebrow at the Duke. "My lord, what is this?"

"It's for the Lady Rarity," Spike explained. "Keep reading!"

She sighed and continued.

"_I write to thee so that thou may knowest my heart. I love thee with a burning passion, with flames that scorch my fireproof skin..._"

She trailed off, her bemused face melting away.

"Continue," Spike urged."

Applejack composed herself and obeyed her master's command.

"_When mine eyes did see thee first, methought thou purged the air of pestilence. That instant did I see perfection. Thine eyes shine like sapphires on a moonlit night. Thy mane like the delicate petals of violets. Thy ivory coat envies the pure, newly fallen snow. I...I feel I shall not know happiness until thy heart is mine as mine is thine. Your humble servant, the Duke of Illyrimane_."

Applejack was quiet for a long while. Spike took her silence as disappointment. Was the letter truly horrible?

"Well?" he begged.

"My lord," she uttered, her voice slipping into its female origin. "This...this is...beautiful."

His eyes lit up with joy. "Really?"

She came back to her senses and cleared her throat. "It's...very passionate, my lord. You seem to have expressed your emotions quite excellently. Although...the beginning could be revised."

"You think so? What would you suggest?"

"I think you should limit the praises in the first sentence to one."

"Oh? Which do you like best?"

She tapped her chin. "I think the "unmatchable beauty" statement is best. It's more original."

"Yes, of course!" Spike snatched back the parchment and scribbled his quill on it. "Oh, you may go now. I think the West Corridor needs mopping."

"I'll get right on it, my lord."

Applejack bowed before departing. On her way to the West Corridor, she passed by a supply closet and figured she would need a mop. She was about to turn the knob when she heard voices inside. They were low, but she could distinguish two of them at least and one of them was female.

She had to make sure no pony was in trouble and flung the door open. She stiffened at the sight of two ponies embracing each other, their lips locked in a passionate kiss. The stallion she recognized as one of the guards. Flash Sentry, she thought. The mare she knew all too well.

At the sound of the door opening, the couple pulled away. Lady Twilight's eyes widened to match the size of Applejack's. Twilight glanced between the guard and the page. Applejack glanced between her lady and the guard. After a moment of awkward silence, Twilight spoke directly to Applejack:

"Do not tell anyone, especially my brother."

Once her shock had diminished, the disguised mare replied, "Tell what, my lady? I just came here to get a mop."

Without pulling from the unicorn's embrace, Flash reached behind him and grabbed the nearest mop for the page. As Applejack took it, she looked at Twilight with a smirk.

"Enjoy yourself, my lady."

The unicorn blushed with a smile. Applejack then shut the door, giving the lovers their privacy.

* * *

The next morning, the Duke called desperately for Applejack. When she finally answered his call, he led her into the garden. He said nothing until they reached the gazebo.

"Applejack, I have a very important task for you. This is perhaps the most significant task I will have you fulfill. I hired you because I thought you suited for this affair and I wanted to make certain. Well, now I am certain."

"What is it, my lord?" the disguised mare asked.

The dragon reached into his shirt and pulled out a piece of parchment. "You remember this letter, right? I want you to give it to the Lady Rarity. If she does not like it, tell her of my love in any way you can."

Applejack did not know why, but she felt her heart sink as she took the letter in her hoof.

"I...I am honored, sir, but from how you described her, I don't think she will give me audience."

"Be stubborn, then! Stand at her gate and tell her that you will not leave your spot until she lets you see her."

"Haven't the other messengers done this and were denied?"

"Yes, but they can't speak the way you can."

For a second, she thought he was referring to her accent. "What's that supposed to mean?"

"I mean you speak intelligently and persuasively. If that doesn't get you in, your face will."

She blinked. "My face?"

"Surely Rarity will be attracted to your youthful appearance. Why, she'd almost think you weren't a stallion."

Applejack gulped. "Really?"

"I mean no offense, but your face and voice are a bit marish. Of course, we can't control these things. Anyway, she is sure to find you appealing enough that she'll listen to you."

"But my lord..."

"I wouldn't have chosen you for this task if I thought you couldn't do it. Just in case she doesn't let you in, bring your sister along. Mares find it hard to resist little foals."

"But I don't even know the way..."

"Have Caramel and Time Turner show you the way. Take a couple of others with you too. With an entourage, you'll look like some pony important. Read her the letter and if that doesn't work, say whatever you can to impress her."

He took her hoof and locked eyes with her. "I know you have not worked for me for long, but I don't think I can trust any pony else with this."

Applejack sighed. "I'll do my best to woo your lady."

Spike smiled. "I know you will. Well, what are you waiting for? Get going!"

She bowed and turned to go inside. As she walked away from the dragon, she felt a stirring illness in her stomach. The more she thought about the task at hoof, the sicker she became.

What if the lady rejected him again? Would he get worse than he was now? And what if she accepted him? She seemed to dread that question more.

Applejack shook these feelings off. Her master had given her an assignment and it was her duty to fulfill it. He was counting on her to open the door to his happiness, and if her master was happy, she should be happy.

Then why did she feel so horrible?

* * *

Discord snickered as he turned all the apples in Lady Rarity's orchard to oranges. His prank did not go unnoticed. Fluttershy, wearing a black gown by order of her lady, flew furiously through the trees, searching for the draconequus. She groaned as the oranges transformed into bananas and then to polka-dotted pineapples. She finally found him rolling on the ground with laughter.

"Just what do you think you're doing?!" she shouted.

He stopped laughing and looked up at the pegasus. Her teal eyes were glaring down at him. Her hooves were on her hips. He could not help but grin.

"You know you look kind of cute when you're angry?"

She narrowed her eyes. "If you think Lady Rarity won't notice this..."

"What? She can't see anything through that veil of hers!"

"I can't believe you! If it hadn't been for your niece, you would be a lawn ornament in the Canterlot Gardens! She persuaded Princess Celestia to spare your life and this is how you repay her?! Do you _want_ to be turned to stone?!"

"Well, when you put it _that _way..."

He grudgingly snapped his fingers and returned the orchard to normal.

"Honestly, Fluttershy! Can't you allow me to have a _little_ fun?"

"Not when it can cost you your life!"

Discord put his paw to his chest. "Awwwww! You care about me! But seriously, a few teeny tiny pranks never hurt any pony!"

Fluttershy took his paw and looked seriously into his eyes. "It could hurt _you_."

He pulled his paw away. "Appreciate the concern, but I can take care of myself. You don't need to worry."

"I'll stop worrying if you stop acting like a child!"

"And what's wrong with that? We were all children once, weren't we? We all grow old, but some of us never grow up!"

His ears perked up as he heard merry music. He turned and saw an oddly shaped figure enter the orchard. He squinted and smiled at what he saw.

"See what I mean? Now _here's_ a mare who knows how to have fun!"

The pony was pink with a poofy, darker pink mane and icy blue eyes. She wore a purple and yellow patchwork leotard with a matching jester's cowl. Wrapped around her body was a sousaphone with a tambourine tied to it and hanging from her neck was a banjo and harmonica. Attached to her side was an accordion, behind it a bass drum, two cymbals tied to each of her front legs. As she walked, the instruments shook and rattled, together making a grand cacophony. A baton pounded on the drum it was tied to with every step the mare took. Her mouth alternated between blowing into the sousaphone and the harmonica.

She approached the pair and stopped in front of them, but continued playing. Discord summoned a movie seat and a bag of popcorn. Fluttershy simply shook her head.

The mare finished her song with a long blow of the sousaphone and bowed to her audience. Discord applauded, his paw and claw making a different sound with each clap.

"Bravo, Madam Pinkie!" he exclaimed. "Encore! Encore!"

"You want an encore?" the pink mare asked.

She took off her jingling hat and held it out to him. "It's going to cost ya."

"But of course!" Discord said, making a coin appear in his claw. "You well deserve this!"

With a flick of his talons, the coin dropped into the mare's hat. She picked it up and looked at it suspiciously.

"I wasn't born yesterday, Discord," she said. "No, sir! My birthday's not for another eighty-seven days!"

"Whatever do you mean?" the draconequus asked innocently.

She showed him the picture of himself on the coin. "This is foal's gold!"

He held up his claw and paw. "Alright, you caught me!"

Discord waved his paw and wiped his face off the coin. Pinkie bit into the gold and smiled in satisfaction.

"Okay! You're in the clear!" She pointed her hat at the pegasus. "Any tips from you, Flutters?"

"You're late," Fluttershy said bluntly.

Pinkie shrugged as she put her hat back on. "I was stuck in a traffic jam. It took me forever to wash that sticky stuff out of my pants!"

"This is no time for jokes! Lady Rarity doesn't like it when you're late!"

"So what if I'm late? What's she gonna do? Chop off my head? Beat me in a game of croquet? Dress me in a bunny suit and waistcoat?"

"What are you even talking about?"

"She'll get over it once I make her smile! That's why she sent for me, right? She needs a smile put on her face and putting on smiles is what I do best! I even wrote a song about it! You wanna hear it?"

They all paused when they heard a familiar whine.

"Some other time, Pinkie," Fluttershy said. "Here comes my lady. You should come up with a better excuse than jam in your pants."

The jester rubbed her chin. "That my dog ate my homework?"

"That...what does that even mean?!"

"Well," Discord said, "as much as I'd love to stay and watch the show, I have some business across town!"

He cried out as Fluttershy grabbed his ear.

"Oh, no you don't, mister!" she snapped. "We're going to have a long talk about your chaotic behavior!"

"Pinkie, help me!" Discord shouted as the pegasus dragged him away.

The fool did nothing but wave. "You kids have fun!"

She then looked to her side and whispered to the empty void. "They're in love!"

The Lady Rarity appeared with her entourage. She was dressed in a dark gown, her face hidden by a black veil. As she walked, she wept loudly, one hoof clinging to her donkey companion, who watched her sympathetically. On her other side was her sister Sweetie Belle, whose ensemble matched hers. Two guards marched obediently behind them.

Sweetie Belle yelped as she tripped over a rock. Rarity stopped crying for a moment to scold her.

"Watch where you step, Sweetie Belle!"

"I can't help it, sister!" the filly exclaimed, lifting her veil. "It's hard to see through this thing! Do we have to do this every day?"

"Indeed we must, little sister," Rarity said solemnly. "It is the only way we can pay respect to our dearly departed brother."

Sweetie Belle groaned. "But it's _so_ boring!"

"Sweetie Belle! Is that any way to honor your brother's death?"

"But the funeral was a month ago! I miss him too, sis, but is this what Fancy Pants would have wanted us to do?"

"Enough!"

"But it's such a beautiful day! Can't we play hide-and-seek or catch frogs?"

"No, sister! We cannot want for idleness when our brother is dead!"

"Fancy would have played with me," Sweetie Belle grumbled under her breath.

"Did I hear some pony say 'play?'"

The filly lit up in excitement at the sound of Pinkie Pie's voice. The one-mare-band jumped in the entourage's path.

"Cuz Pinkie Pie is here to play! I will cheer you up and brighten up your day!"

She blew hard into her sousaphone, only to be silenced by Rarity:

"No, Pinkie! I have no interest in such folly today." She turned to the guards. "Take the fool away."

The two stallions nodded and approached the pink mare. She raised an eyebrow at them.

"Didn't you hear her?" she asked, pointing at the unicorn. "Take her away!"

Sweetie Belle snickered. Rarity looked at Pinkie curiously through her veil.

"Are you calling me a fool, madam?"

"Well, you said take away the fool," Pinkie replied, "and the fooliest fool I see around here is you."

"How dare you?!" the donkey bellowed.

"Easy, Cranky," Rarity said before turning to the jester again. "What is your reason behind this insult?"

"Oh, I didn't mean to be rude," Pinkie explained, "I was just speaking the truth."

"If I am such a fool, prove it."

"Okie dokie!"

The pink mare shrugged out of her instruments and approached the lady.

"Tell me, Rarity. Why do you dress in black and cry so much and don't even smile and hide your face like you've got a huge zit and act so sad and make me sad because you're sad? Why is that?"

"My brother died," Rarity replied with sadness.

"Oh yes," Pinkie sighed, looking up at the clouds. "That's right. He's gone to the big castle in the sky." She gasped. "Or has he gone to the other place?!"

"I know he's in Heaven, you fool!" the unicorn insisted angrily.

"Well, isn't it all the more foolish to be sad that your brother's in Heaven?"

Rarity opened her mouth to speak but found no argument. Pinkie looked smugly at the guards and gestured toward the unicorn.

"Take away the fool, boys."

Sweetie Belle burst out laughing and Rarity let out a giggle.

"There we go!" Pinkie exclaimed, lifting the veil from Rarity's face. "There's that smile!"

The unicorn playfully nudged the jester's shoulder. "You always know how to cheer me up, Pinkie."

"Aw, it's no biggie! I also know how to make cupcakes!"

The donkey rolled his eyes. "Why are we wasting time with this fool, my lady? She does nothing but nonsense."

He grunted as the pink mare hopped on his back.

"Come on, Doodle!" she chimed, lifting up the corners of his mouth. "Give a smile here!"

The donkey tugged his face away and tossed the jester off his back. She landed on the ground with a thud.

"No pony calls me Doodle!" he shouted.

"Oh, do lighten up, Cranky!" Rarity said as she helped Pinkie off the ground. "There's no harm in taking pleasure in ridiculousness every now and then."

"But my lady, you're in mourning..."

"And now my vigil is done for the day. Let's go inside, Pinkie. Come along, Sweetie Belle."

Sweetie Belle smiled and followed the mares excitedly.

"Hey, Pinkie! Can you do that thing with your face? Oh, oh! Or pull a platypus out of your hat?"

"How about I give you a platypus of your own?" Pinkie suggested.

"Really?"

The jester pulled a long balloon out of her suit and blew it up in one breath. Then she twisted it several ways into the shape of a platypus. She presented it to the unicorn filly.

"Oh, I thought you meant...never mind."

"You know?" Pinkie said to the lady. "I'm surprised at you, Rarity."

"Whatever do you mean?" Rarity asked as they walked through the doors of the mansion.

"I heard you say that for seven years you would hide your face from every pony and mourn day and night and yet you're not wearing your veil right now and you're laughing at my jokes!" She stuck her nose in the unicorn's face. "What are you really hiding, huh?"

"Pinkie!" Rarity exclaimed, slapping the mare away. "Personal space!"

"Well? Why are you really being a dramatic drama queen?"

The unicorn stopped and turned to her sister. "Sweetie Belle, would you leave us be?"

The filly nodded and left the two mares in the study. Rarity shut the doors and turned to her friend with an exasperated sigh.

"Alright, you caught me," she admitted. "You see, I'm using my brother's death as an excuse to turn away suitors. The Duke Spike won't leave me alone and that friend of my uncle's really makes me uncomfortable! If they think I'm in mourning, they won't question my motives."

"Aha!" Pinkie cried. "I knew it!"

Rarity hung her head. "I truly miss my brother though."

The jester smiled sympathetically and placed her hoof on the unicorn's shoulder. "I know."

Rarity grinned in return and embraced her friend as she wept.

* * *

**I could think of no pony better than Pinkie to play the Fool! And Cranky, though he doesn't act like a big-shot, is the killjoy I had in mind for Malvolio. Again, these ponies are merged with the characters from the play, so they are slightly different, especially in their speech.**


	5. Accidentally in Love

**Once again, I've filled in a few blanks, but I'll confess I've used a lot of lines in the play for this chapter, but made them more understandable.**

* * *

Discord struggled in Fluttershy's grasp. She was a small mare but had a strong grip. While he could really teleport away from her at any time, he secretly liked being her hostage. Her hostility towards him was extremely attractive, and he could not deny that she was pretty.

He did not tell Fluttershy any of this, for that would spoil the fun of catching her off guard with his flirting. Besides, he did not think it a serious attraction. He was not a creature to be tied down by something as petty as love. Still, there was no harm in a little teasing every now and then.

She finally released her hold of him. Discord caressed his sore ear.

"Must you pull so hard?" he snapped.

Fluttershy sighed. "What am I going to do with you, Discord?"

He shrugged. "We're both single. You could always marry me."

"This is no joking matter, Discord! What if it was some pony else who had caught you, like Cranky? Would he have treated the matter so lightly?"

He gulped. "If that's what you call 'lightly,' I think I'd pass, but I hope you realize if it was Cranky who caught me, I would have just turned him into an orange."

Fluttershy crossed her forelegs. "And if my lady questions his whereabouts?"

"We'll say he went on vacation, or quit. Ooh, I like that second idea better!"

"Why, Discord? Why must it always be chaos with you?"

"Uh, _hello_?" He knocked himself on the head. "Spirit of Chaos and Disharmony, remember?"

She groaned. "You know? Sometimes I wonder why your niece even bothered saving you!"

His face fell with genuine disappointment. "You don't really mean that, do you?"

Fluttershy immediately felt guilty at her outburst. She had not meant to hurt him, nor did she truly hate him. She was just fed up with all the chaos he had been creating.

"Discord, I...I..."

She trailed off as she heard some pony clear his throat. The couple turned to see a group of ponies standing at the gate. The pony that had made himself known was a young colt with orange fur and a blond mane. Beside him stood a red-headed filly and behind them were four other stallions.

Fluttershy darted her eyes at Discord. "We'll finish this later."

She flew over to the group of visitors.

"Is this the house of the Lady Rarity?" the young colt asked in a shrill voice.

"It is," Fluttershy replied bluntly. "What business do you have here?"

The colt took an envelope from his coat pocket. "I have a message for the Lady Rarity."

"Oh? From whom?"

"That information I am to give only to the Lady Rarity herself."

Fluttershy figured this colt was another page of the Duke Spike's and knew her lady would not allow him to be admitted.

"I'm afraid my lady is not seeing any pony today, on account of her brother's death."

"Yes," the colt nodded. "My sincerest condolences, but despite this tragedy, I must speak with the lady. My orders..."

"Tell your master that your orders cannot be fulfilled and that he should pay court elsewhere!"

A small voice spoke: "Could you please let us in?"

Fluttershy looked down at the filly. Her lip was curled in a pout and her amber eyes were wide and teary. The pegasus felt her heart swell at the sweet filly's expression.

"Oh," she uttered. "Well, I suppose..."

"Fluttershy!"

The pagecolt and filly yelped as Discord appeared at Fluttershy's side.

"How many times have I told you, my dear? You've got to be more assertive with these kinds of ponies!"

He then took the time to notice the visitors. The filly was hiding behind the young colt's leg, shaking with fear. He smiled brightly.

"Well, hello there, little one!" he exclaimed, stooping down to the foal's level. "And what's your name?"

The filly was too stunned to speak.

"Who are you?" the colt managed to ask.

"Oh, so sorry!" Discord said. "How rude of me!" He bowed politely. "I am Discord, Lord of Chaos!"

"He's my lady's uncle," Fluttershy quickly explained.

The pagecolt's eyes widened. "_You're_ related to the Lady Rarity?!"

"Well," Discord cringed, "sort of. See, I'm really a thousand or so years old, so technically I'm her great-great-great-great-great-great-great-great-gr eat-great-great-great uncle...twice removed."

The colt blinked. "Uh-huh."

The draconequus knelt down to the filly again. "Would you like some candy, little one?"

The filly poked out her head cautiously. "What kind of candy?"

He snapped his fingers and a cone holding a fluffy pink substance appeared in the filly's yellow hoof. She gazed at it in amazement.

"Neat, huh?" Discord said. "I call it 'cotton candy,' an invention of my own. Try it!"

The filly looked to the colt who nodded with permission. She carefully took a bite of the treat and chewed. She moaned in delight chomping down again.

"This is delicious!" she said with her mouth full.

The colt smiled before turning to the pegasus. "Now, about your lady..."

"She is not seeing any pony today," Fluttershy repeated. "So I suggest you be on your way or..."

"What?" Discord gasped. "But we were just getting started!"

He reached his claw through the bars and behind the filly's ear. "What's this?"

The filly gasped as he pulled out a beautiful china pony doll and placed it in her hooves.

"That's incredible!" she exclaimed.

"Oh," Discord smirked. "You ain't seen nothing yet!"

"Discord!" Fluttershy whispered harshly. "These ponies have to leave, or we'll have to tell your niece about this!"

"_You_ tell her! I'm just getting warmed up here!"

He snapped her away before she could protest.

* * *

"Discord!" Fluttershy shouted.

She paused when she realized she had been transported to the study. Rarity and Pinkie turned to her in surprise.

"Fluttershy?" the unicorn said. "How did...?"

The pegasus shook her head furiously. "Never mind that. Madam, there's a stallion at the gate who wishes to speak with you."

Rarity groaned. "Sent by the Duke Spike, no doubt."

"He did not say, milady. He's a fair young colt, I will tell you. He has four other stallions attending him, as well as a young filly about Sweetie Belle's age."

"A filly?" She sighed. "What will they think of next? He sends a child to woo me! Who's watching them at the gate?"

Fluttershy hesitated. "Your uncle, madam...Discord."

The unicorn gasped. "Get him away from there! The last thing we need is a lawsuit!"

"Right away, milady."

Fluttershy flew hastily out of the room.

"Cranky!" Rarity called.

The donkey was at her side in an instant. "What do you wish of me, my lady?"

"Tell that colt at the gate that I am sick or not at home. Anything to send him off!"

"Yes, my lady."

Once Cranky was gone, Pinkie spoke: "I get that you're putting on this charade to ward off unwanted suitors and stuff, but what I don't get is why you won't give the Duke a chance. He's rich, he's powerful, he's kind of cute for a dragon..."

"He's not my type," Rarity replied bluntly. "Besides, I have no interest in marriage. After all, I have to deal with my foolish uncle and see that my sister is taken care of."

She sighed and sunk into the couch. "The Duke and I don't really have anything in common. If ever I marry, it would be to a colt with whom I can relate. He wouldn't give any empty promises, but show his love."

"Of course he's got to have a sense of humor," Pinkie added.

"Yes." She smiled softly as she thought of her dream stallion. "He would be good to my sister and be willing to put up with my uncle. He would respect my opinions and desires. He would..."

"Rarity and some pony sitting in a tree..." Pinkie chanted under her breath.

The unicorn heard her and scoffed. "Oh, you!"

She tossed a cushion at her. Pinkie caught it with a laugh.

"A stallion like that is hard to find, my lady! If stallions like that were a dime a dozen, I would have gotten married years ago!"

"Still," Rarity shrugged. "I can dream, can't I?"

* * *

"Is this your card?" Discord asked as he held up a three of clubs.

Applebloom shook here head. "No, it was..."

"Seven of hearts, I know."

The filly blinked. "Yeah. But why didn't you pick that out of the deck?"

"That's because it's not in the deck anymore!" He gestured to her head. "You're now wearing it as a bow."

Discord summoned a mirror and Applebloom gasped at the sight of her hair bow. It was now white, decorated with hearts and the number seven.

"Amazing!" she uttered.

"Indeed," Applejack agreed. "Yes, this is all amazing, but I really must see your niece."

Discord made his cards disappear and returned Applebloom's ribbon to normal. "Wouldn't you rather see me pull myself out of a hat?"

"Yeah!" Applebloom said excitedly.

"No!" her sister exclaimed. "I'm sure it's incredible and all, but we don't have time for this nonsense!"

The draconequus glared at the pagecolt. "Nonsense?! I'll show _you_ nonsense!"

He raised his claw to strike, only for it to be slapped by a yellow hoof.

"That's enough, Discord!" Fluttershy demanded.

"You two may go now," Cranky Doodle said as he shoved past them. "I can take it from here."

"But this colt insulted me!" Discord shouted, pointing accusingly at Applejack.

"Discord," Fluttershy warned. "Don't make me use the Stare on you!"

"Oh, please! You know that doesn't work on me!"

"Then at least control yourself!"

"Don't tell me what to do, mare!"

Applejack and Applebloom watched as the couple argued, their heads moving from side to side as if they were watching a tennis match.

"I'm glad we didn't come here first," Applebloom whispered. "This place is a madhouse!"

"Count to ten!" Fluttershy commanded.

"I will not..." Discord protested.

"NOW!"

Her voice came as an explosion, causing every pony present to flinch. Discord grunted angrily.

"One, two, three, four, five, six, seven, eight, nine, ten!" he said rapidly. "HAPPY?!"

"Keep counting," Fluttershy said as she led him away, "until you've calmed down."

"Eleven," Discord groaned, "twelve, thirteen..."

Once the pair was out of sight, Applejack shook her head and spoke to the donkey.

"As I was sayin', sir..."

"My lady has fallen ill," Cranky Doodle said gruffly. "So I suggest you be on your way."

Applejack raised her eyebrow cynically. She knew Lady Rarity was not really sick. She herself had used the same excuse numerous times to turn away suitors.

"And I wish her well," the pagecolt replied. "Nevertheless, I must speak with her."

Cranky scowled. "She is asleep."

"I'm sure she is, and I still desire to speak with her."

The donkey scoffed in disbelief. "Have you no decency that you cannot afford to come back when my lady is in better spirits?! She is not seeing any pony today! So take your little pest and go!"

Applebloom gasped at this insult. Applejack stomped her hoof in frustration. She reached through the bars of the gate and shocked the donkey as she grabbed him by the shirt.

"Listen, you!" she shouted in his face. "I will not tolerate such rudeness, especially towards my sister! Now you go in there and tell yerr lady that we will not leave this spot until we're let in to see her! Ya got that?!"

The donky gulped and nodded dumbly.

* * *

"What's to be said to him, milady?" Cranky asked his mistress after relaying his encounter with the pagecolt. "Nothing I say drives him away! Did I mention he threatened me?!"

"Oh, he sounds so vulgar!" Rarity exclaimed, but then paused to ponder. "But admirably persistent."

"I'll bet he's cute too," Pinkie snickered.

Indeed, the unicorn found herself to be curious of this colt, though she was not sure why.

"What kind of stallion is he?" she inquired her servant.

"Why," the donkey replied, "of stallion-kind."

Rarity rolled her eyes. "What manner of stallion?"

Cranky grunted. "Very _ill_-mannered, I'll tell you."

"How old is he?"

He tapped his chin. "I can't really tell. Not really old enough for a stallion nor young enough for a colt. I'll bet he's not even eighteen yet."

"Is he handsome?"

"Well, I...I suppose his face is...youthful. Why, madam?"

"What of the filly?" she asked, ignoring his question. "Why is she with this colt?"

"He said it's his sister. He was rather protective over her."

"A stallion who cares for family," Rarity whispered.

The more she heard about this pagecolt, the more intrigued she became. Strange, she had never felt this way towards any other messengers who paid court for their masters. Perhaps it was his tenacity, or his defense for his sister. What did he look like? What did he speak like?

"Should I have the guards send them off, milady?" Cranky Doodle asked.

"No," Rarity commanded softly. "Let them come, but only the colt and the filly. Have them meet me in the parlor, and call Fluttershy and Sweetie Belle and tell them to wear their veils."

"But madam, I thought you didn't want..."

"That's an order, Cranky."

The donkey bowed. "As you wish, my lady."

As Cranky left the room, Rarity reached into her coin purse and handed a few bits to the fool.

"Here's for the entertainment and comfort you have given me."

Pinkie shook her head. "You've been through a lot. Today's show was free!"

The unicorn smiled. "Nevertheless, you need to eat."

The earth pony took a moment to ponder. "Point taken."

She held out her hat and let Rarity drop the coins in.

"Thanks a heap!" Pinkie chimed as she put her hat back on. "See ya tomorrow!"

The jester exited the room with a skip in her step and a song in her heart:

"_Cuz I love to see you smile, smile, smile!_

_Yes I do!_

_It fills my heart with sunshine all the while..._"

Rarity giggled as the pink pony's song faded away. Fluttershy poked her veiled head in the doorway.

"Is everything alright, my lady?"

The unicorn then remembered what she was supposed to do and led her hoofmaid into the hall.

"Come, Fluttershy. We will hear what this messenger has to say."

* * *

When Applejack and Applebloom entered the parlor, they were met with three veiled figures. Two of them were obviously mares, the third much smaller, presumably a filly.

"Leave us, Cranky," the mare in the middle ordered the donkey.

The servant bowed and shot a glare at Applejack before turning on his hoof and exiting the room. Applejack looked back at the ladies and cleared her throat.

"Which one of you is the Lady Rarity?"

The mare in the middle stepped forth. "Speak to me. I shall answer for her. What is it you want, sir?"

Applejack squinted, hoping to get a glimpse of the mare. She could tell just by her posh, smooth voice that this lady was well-mannered and refined.

"If it please ya, ma'am, I have a message."

"Read it."

Applejack reached into her coat pocket and pulled out the folded piece of paper.

"_Most radiant, exquisite and unmatchable beauty..._"

As she read, her heart swelled at the Duke's passionate yet cheesy words. She trailed off, for this letter was too private to be heard by any pony other than the intended. She was not even sure if the lady was among them. Thus, she put down the letter and spoke directly to the mare.

"Tell me truly if you're the Lady Rarity, for I've never seen her. I'd hate to waste my speech on some pony who wasn't meant to hear it. Really, I've been practicin'!"

She heard a giggle come from the veiled filly. Though Applejack could not see the face of the mare in the middle, she could only imagine her eyebrow raising.

"What are you?" she asked. "Some sort of comedian?"

"Oh, no!" Applejack insisted, but then cringed. "Although...I promise ya I'm not what I play..."

A nudge from Applebloom helped her regain her composure. "Are ya the Lady Rarity?"

The mare paused. "Say that I was. What business do you have with me?"

"I come from the Duke Spike, madam."

"And I suppose what you have to say is nothing I haven't heard before. I heard you were saucy towards my servants."

"Beg yerr pardon, ma'am, but yerr servants weren't all sugary sweet either."

"This message must be very important for you to be so relentless. Well, since you came all this way, why don't you read it and be off?"

"With all do respect, milady, this message concerns you alone."

She glanced at the other veiled mare, figuring it was the maid she had spoken with earlier.

Rarity gazed at the young stallion through her veil. His face was indeed handsome, though a little on the feminine side. His straw-colored mane went well with his orange coat. His green eyes flared with spirit as he presented his case. The unicorn then turned her attention to the filly.

"Why did you bring your sister then?" she inquired.

"She insisted on coming," Applejack fibbed, tucking Applebloom beneath her foreleg.

"Very well." She turned to her hoofmaid. "Give us privacy." She then looked to her sister. "Sweetie Belle, keep the filly company while her brother and I speak."

"Really?!" the unicorn filly squealed, flinging off her veil. "Can I play with her?!"

Rarity suppressed a chuckle. "Yes."

"Yay!"

She raced to Applebloom and grabbed her hoof.

"Do you wanna catch frogs?"

"Are ya kiddin'?" the earth filly grinned excitedly. "I'm the frog-catchin' champ!"

"We'll see about that!"

The children laughed as they ran out together. Both Applejack and Rarity smiled at the fact that her sister got a playmate. Once Fluttershy had closed the door, the two were left alone. When Applejack faced the lady again, she found that her back was to her as she gazed out the window.

The disguised mare cleared her throat as she brought out the letter again.

"_Most radiant, exquisite and unmatchable beauty, I write to thee so that thou may knowest my heart..._"

"Very pretty."

Applejack looked up at the lady's sudden interruption. For a moment, she felt enraged. How dare the mare interrupt the letter that the Duke had poured his heart and soul into? And so coldly at that?

"You didn't let me finish," Applejack said as she attempted to hold back her anger.

"Let me guess," Rarity sighed. "My eyes shine like sapphires, my coat is as white as snow and my hair is as lovely as lilacs."

The pagecolt paused. "Actually, it was violets, but..."

"Have you nothing more to say?" the unicorn snapped.

Her tone was cold, but her voice was etched with sorrow. Applejack wondered what this mare looked like. Was she truly as beautiful as described by the Duke? She must be, otherwise what was the point of her being here?

"Dear lady," she said cautiously, "may I see your face?"

Rarity turned and faced her abruptly. "Did your master command that you talk to my face?"

"Well, uh..."

"Very well. You might as well see what you are wasting your time with."

Applejack was genuinely stunned at the lady's response. Surely she expected her to refuse her request or at least be less eager.

Slowly, the lady lifted her veil and Applejack saw the face of the Duke's beloved.

Her fur was a pure white. Her silky violet mane was delicately curled outward. Her eyelashes fell gently over her gleaming blue eyes which were indeed the color of sapphires.

Applejack felt a sharp pain in her chest. The mare was beautiful. No, she was gorgeous! She was perfectly poised as she stood tall and straight, her chin pointing upward, showing off the perfect shape of her neck.

It was no wonder the Duke loved her. Any male would be a fool not to fall in love with her at first sight. She imagined that if she were a real stallion, she would be in love with her too, but as she was a mare, that was not the case. Instead of love, she felt jealousy.

She could not help it. The lady was the loveliest mare she had ever seen, much lovelier than her. She was so refined and well-formed, more than she would ever be.

Rarity watched the colt's reaction. His green eyes were wide with...what? Shock? Awe? Admiration? He was silent for a long while. She expected this, for this was how most stallions reacted upon first glance of her.

She became weary of the pagecolt's expression and decided to break the ice.

"Is it not well done?" she asked.

Applejack shook out of her trance and nodded.

"Excellently done," she replied in a choked voice. "It...it's a pity you are not married, madam."

"I think not. You see, good youth, many are happy to know I am single. If I marry, many hearts will be broken."

Applejack sighed. "You're too proud, milady. Nevertheless, my master," she gulped, "loves you."

"So I've been told," Rarity grumbled. "How does he love me?"

"He loves you with a burnin' passion," the disguised mare said, paraphrasing the Duke's letter, "with flames that scorch his fireproof skin..." She felt her heart grow heavier as she said these words. "He pines for ya, he suffers for ya... Do ya remember those gems he sent you a while back? He was savin' those for breakfast. He'd run through fire for ya...well, his skin is fireproof, so it wouldn't hurt him, but still! He'd do anything for ya! He loves ya more than life itself! He..."

"Enough!"

Applejack jumped back as the unicorn screamed at him.

"Enough, I say!" She turned away, tears forming in her eyes. "I don't want to hear any more of this! I've told your master time and time again that I cannot love him!"

"How can you not?" Applejack gasped. "He's good, he's kind, he's passionate..." She blushed deeply. "He's handsome..."

"Yes, yes, YES, I KNOW!" She spun around furiously. "But I cannot love him! I suppose he is...noble and just and virtuous, but I cannot love him!" She buried her face in her hooves. "I wish he would understand that!"

Applejack was the one who did not understand. What was there not to love about the Duke? True, she thought his constant wallowing pathetic, but what else was to be expected from someone suffering from unrequited love? She knew she could not force the lady to love him, but she was her master's only chance for happiness and could not afford to lose her.

"If I may speak freely, milady," Applejack said in a dangerously low voice, "I...I think you are the cruelest pony I've ever met!"

Rarity looked up at the colt in shock. "What?"

"You heard me! This boy loves you! He worships the ground you walk on! Why, if I was ever so lucky to have such love, I would...I would..."

"What would you do?" the unicorn asked softly.

"I certainly wouldn't cast him...I mean her aside! I would be his...hers! I would be her servant, her slave, her best friend! I would be loyal to her! I would be honest with her, share everything with him...her! I would never be false! Even if this pony did not return my feelings, I would still remain loyal! But I would not fight for him...her! I would be what she wants me to be! I would do whatever I can to make her happy, even if it meant ruinin' my own happiness! I will love this pony with all my heart and never take 'em for granted! Even if he...she shuts me out, denies me, shuns me, I...I will always remain true."

Rarity had listened to the colt's passionate declaration and watched the emotion dance in his eyes and face. She could tell he meant every word and found her heart racing along with his fire. When he fell silent, she realized she had been holding her breath and slowly released the air from her lungs in a sigh of awe.

Applejack herself was stunned at her speech. Where had these feelings come from? She had never been a romantic and thus these thoughts had never occurred to her. So what caused them to slip out?

As she mentally reviewed her words, she slowly realized that she had been talking about someone in particular, someone she had fallen for but had not known it.

It was the Duke Spike.

She then remembered the Lady Rarity was standing there and was reminded of the true object of her master's affection. Even if she was not in disguise, how could she compete with a fine beauty like that?

She cleared her throat. "I apologize, milady, if I..."

"Don't," Rarity uttered, her voice barely above a whisper.

Silence fell between them again. Applejack rubbed her foreleg awkwardly as the unicorn stared intensely at her.

"Who are your parents?" she asked suddenly.

The disguised mare was surprised at this question and panicked at the answer.

"I...I'm an orphan."

Rarity blinked. "I'm sorry. Who were they, then?"

Applejack bit her lip. "I was born above my current state, but I'm content. I'm a gentlecolt, nonetheless."

The unicorn paused and turned away. "Tell your master my answer is the same."

The earth pony sighed sadly. "I wish I could change yerr mind..."

"I cannot love him. Tell me no more of his affections."

Applejack bowed courteously and turned to leave. What the unicorn said next caused her to stop abruptly in her tracks.

"That doesn't mean you can't come to me again!"

Rarity blushed at how desperate that had sounded.

"To, um...tell me how he takes it."

Applejack turned her head to raise her eyebrow at her. It was a strange request, but it also meant she had another chance to win her for her master. Whether the disguised mare had affections for him or not, the Duke deserved happiness with the one he loved.

"If that is what you wish, madam," she replied with a nod.

She tried to leave again when the unicorn shouted, "Wait!"

Rarity spun around and walked towards the pagecolt. She reached into her pouch and placed three coins in Applejack's hoof.

"Here's for your pains," she whispered.

Applejack looked at the money. She needed to buy her and her sister's way out of Illyrimane and every extra bit counted, but she could not take it. Her task was not fulfilled and thus, did not deserve a reward. She handed it back to the lady.

"Keep yerr money, madam. I feel I've caused ya enough trouble. After all, I did come to ya while you were in mournin'. My sincerest condolences, by the way."

Rarity felt both touched and guilty at the colt's gesture. "Thank you."

Applejack bowed. "Farewell, my lady."

The unicorn watched the pagecolt's back until he had disappeared entirely. She took the opportunity to breathe again.

"Goodness," she gasped.

Her face was flushing with emotion, her blood boiling with desire, her heart pounding with passion. Everything about the young stallion ignited the flame within her: his shrill, but strong, country voice; his handsome face, his fiery eyes...

She plopped down on the daybed and smiled up at the ceiling. She wanted to do nothing but lay there and smile all day!

"'Who are your parents,' I ask," she chuckled. "'I'm a gentlecolt,' he says!" She squealed. "I'll take your word for it!"

It seemed so indiscreet. She had just met the boy and already she was acting like a giggling schoolfilly! A lady should not be acting this way, especially for one below her station!

"Oh, it doesn't matter!" she cried, grabbing a cushion and squeezing it to her chest.

Was this what being in love was like? Feeling so wonderful that nothing else in the world mattered? And could one fall in love so quickly?

Her excitement faded away as realization washed over her. She pounded the couch in frustration.

"Oh, what a stupid mare I am! I didn't even learn his name!"

* * *

**Uh oh. Poor Rarity's mistaken and AJ's falling in love. What will become of this?**

**Dun, dun, DUN!**


	6. Longing

**I know this chapter is long overdue, but it's been a busy month.**

* * *

"And then Sweetie Belle showed me this tree, and we climbed it!" Applebloom glanced at her sister. "Don't worry! I promise we didn't go too high!"

The filly was recounting her playtime with the young lady. Applejack tried to listen, but her mind was otherwise occupied. She wondered what she was going to tell the Duke. It had to be the truth, for she could not let Spike believe Rarity was in love with him when she had flat-out rejected him.

She was also thinking about her emotional outburst earlier. She had realized that this imaginary soul mate she had spoken of was not so imaginary and that she had unknowingly confessed her feelings for the Duke.

Was that what she had done? Did she love Spike?

It seemed rather silly, though interspecies romance was nothing illegal. After all, Spike was courting the unicorn lady. That was the other thing. He was in love with a rich, beautiful mare. She herself was rich and of noble birth, but not as fair and proper. There was also the fact that she was supposed to be a stallion. That sort of romance was definitely looked down upon, but she could not reveal herself. That would not only endanger her, but her sister as well.

She told herself that what she felt towards the Duke was just a fleeting affection. Indeed, she had never spent so much time with a male close to her age other than her brother, so it was natural for her to feel a sort of intimacy. No, this was not love, just affection.

"Did you see her?"

Applejack had been so lost in thought that she had not realized they had entered the throne room. The short dragon leapt off his seat and hurried toward her.

"Well, did you?"

She felt a lump in her throat as she gazed into those shining, hopeful eyes.

"I..." she choked. "I did see her, my lord."

His eyes widened. "You did?! Excellent! I knew you were the stallion for the job! What did she say?"

The lump in her throat was joined by an ache in her stomach.

"She, uh...she..." She sighed in defeat. "Her answer is the same, my lord."

His hopeful expression disappeared. This did not make Applejack feel any better. He stared at her for a long time and then turned around with an angry groan.

"Give her time, my lord!" Applejack insisted. "She did just lose her brother, after all!"

He still said nothing, though she could have sworn she heard a sniff. She had to comfort him somehow, give him back his hope.

"She, uh...she said your letter was...pretty."

His head shot up, but he did not turn around.

"And..." she stuttered, "she said...she thought you were...noble and...virtuous and...and just!" She drew a circle in the floor with her hoof. "There's...there's still a chance. She...she said I could come again to, uh...tell her how you take the news."

His silence was killing her. There was another long pause before he turned his head to lock eyes with her and his lips curled into a small smile.

"You really think so?"

She returned his smile, even though inside she was dying. "Eeyup."

He giggled. "Well, she at least let you see her, and you did tell her good things about me, right?"

Applejack nodded, trying not to show her guilt.

"That's good. You're right. Maybe I should give her time."

She was about to speak when he suddenly flung his tiny arms around her. She stared down at him, shocked, but relished in the warmth of his touch. Before she had the chance to return his embrace, he pulled away and awkwardly glanced at the other servants. Applejack had completely forgotten they were even watching.

"Well, uh..." Spike cleared his throat. "Good job."

She forced smile and nodded dumbly. Inside, her heart was racing and her blood was boiling with desire as she looked at him.

Sweet Celestia, she was doomed.

* * *

Discord cackled as he hid himself within the tree. In his claw he held a string that stretched to another tree and hanging in the center was a pail of water. He looked at the two pegasi in the tree across from him. One was a pale blue stallion with a black mane and green eyes. The other was a slightly darker blue and had a mane with all the colors of the rainbow and red-violet eyes. His face was feminine, but he possessed the attitude of a stallion.

"You know what to do?" Discord whispered.

They both nodded their heads and snickered.

"This is gonna be great!" the multi-colored pegasus exclaimed.

"Hush!" Discord hissed. "Some pony's coming!"

The three pranksters ducked for cover as a set of delicate hoofsteps approached them. When Discord was sure the victim was right beneath the bucket, he signaled to his cohorts. They released both sides of the string and Discord snapped his fingers, turning the bucket upside-down. He heard a loud splash and an ear-piercing scream.

He laughed in delight. While he could have done this alone with his magic, it was always fun to have help from the outside. It also meant he could put the blame on some pony else if he got caught.

The two pegasi laughed so hard, they fell out of the tree. They stopped when they heard a familiar groan of annoyance and looked up at their wet victim.

"_He_ put you up to this, didn't he?"

As soon as Discord heard Fluttershy's voice, he literally shrunk himself. The mare darted her eyes at the tree he was hiding in.

"DISCORD!"

Her voice was like a banshee. Discord did not know whether to run or take her in his arms. She was so delightfully terrifying!

"I know you're in there!" she shouted. "Come out, you coward!"

His admiration was quickly replaced with resent.

"Coward?!"

He teleported in front of her, causing the mare to gasp in surprise.

"No pony calls me a coward!" he snapped.

Fluttershy growled in anger. "This has gone far enough!" She spun towards the two stallions. "And you! What do you have to say for yourselves?!"

The lighter blue pegasus pointed at his partner in crime. "It was Rainbow Dash's idea!"

"Thanks a lot, Soarin," the multi-colored pony grumbled before looking up at Fluttershy. "It wasn't meant for you specifically. You just happened to be the first pony who came along. Would it help if we said we were sorry?"

Fluttershy scrutinized the colt carefully to see if his apology was genuine.

"Well...okay. Just don't do it again."

"Hey!" Discord protested. "How come whenever I do something bad, you put me in a time-out, but when Dashie does something bad, you forgive him immediately?!"

"Maybe it's because he actually apologizes."

"Hey! I apologize!" He crossed his arms. "Eventually!"

"I hate to interrupt," Soarin said, "but is Lady Rarity here?"

Rainbow Dash rolled his eyes, knowing his friend was going to try courting the lady again when it was clear he did not have a chance.

"She's over by the flowerbed," Fluttershy replied, "but I warn you, she hasn't been in her wits lately."

"Well, we know that," Rainbow Dash said. "Her brother died, she wears black, she hides her face and yada, yada..."

"No, it's different this time! She's stopped wearing her veil and is wearing colors again!"

"What happened?" Soarin asked. "Is she sick?"

"She's gone cuckoo, that's what!" Discord declared, his finger moving in a circular motion near his head.

"She's been daydreaming," said Fluttershy.

"Singing to herself!"

"Twirling around like a princess!"

"Picking petals off poor, innocent flowers! She's crazier than me!"

"Weird," Rainbow uttered.

"She's been this way for days," Fluttershy explained, "ever since she received her last message from the Duke Spike."

"Ooh!" Discord exclaimed, his lips curling into a smile. "Looks like you've got some competition, Soarin!"

"You think she's finally given in to the Duke?" Rainbow Dash inquired, his face gleaming with hope. "Well, too bad, Soarin! Guess she's taken! You should move on!"

"But you said she liked me!" Soarin said, pointing accusingly at Discord.

"You said what?" Fluttershy asked, looking at the draconequus curiously.

"Of course, she likes you!" Discord insisted, though this voice was dripping with sarcasm. "She just hasn't gotten to know you well enough to love you!"

"But the Duke..." Soarin started to say.

"Oh, she doesn't care for the Duke! She told me so herself she won't marry anyone above her station! And you, my friend, are as low as any pony can get."

The knight blinked. "You're right. I am!"

"So what are you waiting for? Go accost her!"

"I will!" He flapped his wings but stopped in mid-air. "What does 'accost' mean?"

Discord slapped his face with his paw. "Charm her! Woo her! Dazzle her! Sweep her off her hooves!"

"Oh! Right."

Once the knight was out of sight, Fluttershy punched Discord in the shoulder.

"Ow!" he cried out.

"Why did you tell him that?" she demanded. "Rarity thinks nothing of him!"

"I know," Discord said with a smirk, "but it's so amusing to watch him try! Speaking of which, let's watch the show, shall we?"

He snapped his fingers and teleported the three of them behind a bush. Before them was the Lady Rarity, dressed in a bright yellow gown, sitting on a marble bench. Her eyelids fluttered and she smiled softly as she plucked petals off a daisy.

"He loves me," she sighed dreamily. "He loves me not."

"See?" Discord whispered to the others. "It _is_ a colt! Or dragon. Well, a boy of some sort."

"But it can't be the Duke," Fluttershy said. "I asked her about him the other day and all she said was: 'Who?'"

"Ooh! Here comes Soarin!" The draconequus chuckled. "Now the fun really begins!"

The trio ducked as the stallion came into view. Soarin grinned goofily at the sight of Rarity. He spat on his hoof and slicked back his mane. He then breathed on his hoof and sniffed, cringing at the smell. He shrugged and approached the lady.

"Look at him," Rainbow Dash sighed. "He's so pathetic!" She turned accusingly toward the draconequus. "Why did you have to make the poor boy believe he has a chance with the Lady Rarity? He's just going to embarrass himself!"

"Exactly!" Discord exclaimed. "Watch!"

Soarin cleared his throat. "Good morrow, my lady! You are looking very..."

"Yes!" Rarity suddenly cried out, clutching the last petal to her chest. "I knew it! I knew it!"

She jumped up and twirled around, her dress flying with her body. Soarin stared at her in confusion, not knowing what to do.

"Uh...I was wondering if you were attending the jousting tournament tomorrow afternoon. You know," he ran his hoof through his mane, "I will be competing..."

He trailed off as the unicorn started humming a merry tune, which stunned him even more. He had never seen the lady this cheerful, not even before her brother died.

"I hope you will give me support..."

"I love thee!" Rarity exclaimed.

Soarin blinked, but then smiled. "Really?"

"Oh, yes, simple colt!" She picked a rose from a bush and gave it a long sniff. "Though I do not know your name, your name should not matter! That which we call a rose by any other name would smell as sweet!"

The stallion shyly brushed his mane away from his eyes. "Well, I do have my charms... Wait. How do you not know my name?"

Rarity turned her head and finally noticed the pegasus. "Oh, Sir Soarin! When did you get here?"

Discord could not hold back his laughter as he fell to the ground. Even Fluttershy could not help snickering. Rainbow Dash, however, looked at the draconequus sternly.

"So this is all just a joke?" Fluttershy inquired. "You don't want Soarin to marry your niece?"

"Are you kidding?" Discord replied. "He's an idiot! He has as much chance as the Duke! Maybe even less!"

"Why?" Rainbow Dash demanded. "Why get his hopes up like that?"

"It's _so_ much fun!"

The pegasus shook his head. "It's just not right."

"Don't be such a grump, Dashie! Where's your sense of humor?"

"It never left. There are some things that just aren't funny. You're gonna get the poor boy's heart broken."

"Oh, he'll get over it."

Rainbow Dash glanced back at Soarin and saw him walking away with his head down. The Lady Rarity thought nothing of it, as she was lost in a world of her own.

"I wouldn't be so sure about that," Rainbow whispered.

* * *

Applejack and Octavia had been conversing when the Duke Spike burst into the throne room like a madstallion.

"Music!" he shouted. "NOW!"

Octavia did not argue as she mixed her bow with her cello. The dragon sunk deep into his throne as he listened to the sweet melody. Applejack took her usual seat beside him and watched him with worry.

It had been three days since Lady Rarity's last rejection and he was not taking it as well as Applejack had hoped. Her words had not been enough to ease his pain. Until the lady accepted him, this was what he was going to be like.  
"Applejack."

The mare's ears perked up at the sound of him saying her name. Spike turned to her with a small smile.

"If you ever fall in love," he said, "remember me. Of course, I doubt there is a mare who wouldn't be interested in you, but remember that love is not always this gloomy. Believe me. It's the greatest thing you can ever feel."

Applejack only nodded, her eyes never leaving his. Their heads turned when the door opened and Flash Sentry came in.

"My lord," he said, "there is a fool at the gate by the name of Pinkie Pie. She says she heard you were unhappy and has come to cheer you up. Should I let her in, sir?"

"Her?" Applejack uttered.

"Pinkie Pie, eh?" Spike said, rubbing his chin. "I think I heard that name before."

"She's an old friend of the Lady Rarity's, my lord," Flash Sentry explained.

"But of course! Bring her in!"

The guard bowed and exited the room.

"I didn't know mares could be jesters," Applejack said.

"Unusual, I know," Spike agreed. "From what I've heard, this mare is one of the craziest ponies in all of Illyrimane, which makes her the perfect fool."

Everyone stiffened as they heard a wacky tune play down the hall. The doors swung open to reveal the one-mare-band. Once her song was finished, she smiled up at the dragon.

"Greetings, oh, wise Duke of Illyrimane!" she said with a bow. "I'm Pinkie Pie and I heard you were down in the dumps so I'm here to turn that sad frown upside-down!"

"Can you sing?" Spike inquired.

"Absa-tively posi-lootely! Care for a song?"

"If you please."

Pinkie blew her starting note into her harmonica.

"_If you're happy and you know it, clap your hooves_!" she sang, clapping her hooves twice. "_If you're happy and you know it, clap your hooves_...err, claws?"

"Stop!" Spike commanded. "Do you know anything less...cheerful?"

Pinkie's face grew solemn. "Oh. It's one of _those_ moods, isn't it?"

She stepped out of her instruments and whispered to Octavia. The gray mare nodded and began playing her cello. Pinkie closed her eyes and hung her head as she sang:

"_No pony knows the trouble I've seen.  
__No pony knows my sorrow..._"

Applejack did not pay much attention to the lyrics, but the melody seethed into her mind as she turned to gaze at the face of the Duke. He was smiling, but his eyes held great sadness. She longed to see him happy. Sure, she had seen occasional glimmers of excitement in him, but they never lasted long. If only he could be truly happy for just a moment.

During the past few days, she had been trying to decipher her feelings for the Duke. She found herself staring at him for long periods of time and fantasizing about him holding her in his arms. She had even dreamt about him.

Indeed, she was lost.

When Pinkie Pie finished the verse, she brought out a trumpet and played a solo.

"How do you like this song?" Spike whispered to Applejack.

The disguised mare snapped out of her trance to answer. "It gives you an idea of what bein' in love is like."

The dragon's smile grew a little and the sadness in his eyes seemed to diminish as they locked with hers. The moment was short-lived when he turned back to the pink mare.

"_No pony knows the trouble I've seen.  
__No, no, no!_"

Pinkie Pie waited for applause, but received none. She looked up in confusion, wondering if her performance was terrible. Then she saw the tears in the eyes of her audience. She sighed sadly. Some ponies cheered up with a few tears rather than a smile.

Spike jumped off his throne and handed the jester some gold. "Here's for your pains."

"No pain!" she piped, dropping the coins in her hat. "I take pleasure in singing!"

The dragon smirked. "Well, I'll pay you for your pleasures. That was a lovely song. I don't think I've heard it before."

"No pony has! It's from the future!"

He blinked up at her in confusion. "What?"

"Let me know when you're feeling blue again! Bye!"

She picked up her instruments and sang merrily as she trotted out the door.

"She's a strange one," Applejack murmurred.

"Yeah," Spike shrugged. "But she's apparently the best in her profession. I mean Rarity takes amusement in her. Speaking of which... Applejack, come here."

The disguised mare stood up and approached her master.

"Go to Lady Rarity's again," he whispered. "Tell her that my love will never die, no matter how hard she pushes me away."

Applejack bit her lip. "But suppose she can't..."

"Oh! And give her this."

He reached into his coat pocket and Applejack's eyes widened as they beheld a large, red, heart-shaped jewel.

"Is that a...?" she stammered.

"A fire ruby!" Spike exclaimed, his mouth watering. "I _was_ saving this for lunch, but a beautiful, delicious gem like this belongs with the beautiful Lady Rarity."

Applejack's mouth remained agape as she took the jewel in her hoof. "This...this is the most generous gift anyone could offer!"

"I know, right? You think she'll like it?"

"Like it? She'll probably faint!"

"So give it to her and when she gains consciousness, tell her how much I love her."

Applejack's face fell as she recalled the purpose behind this gift. She sighed sadly as she tucked it in her coat.

"I'll try, my lord."

"I know you will," Spike said.

"But...what if she says no again? What if she's still in mourning?"

"Tell her I won't take no for an answer! Tell her I will wait for her if she so wishes!"

"If I may, my lord...are you certain this lady is The One?"

"She has to be! I dream about her all the time! They say if you dream something more than once, it must be fate!"

"I'm just sayin' that there are other ladies..."

"But none compare to the Lady Rarity!"

She saw the dreamy look in his eyes and that there was no point in trying to change his mind. The boy was unlucky in love, just as she was with him.

* * *

**Okay, I should probably explain Soarin and Rainbow Dash's roles in this. While planning this story, I was puzzled on who the three bums would be (Toby, Sir Andrew and Fabian). I already explained Discord. Instead of showing them as drunks, I decided to make them pranksters and certain ponies like Derpy, Rainbow and Pinkie came to mind, but they were all female. Then considering Sir Andrew is a knight, I thought of Soarin as a Wonderbolt and figured he was wacky enough and I could picture him as the sort of stallion to fawn over Rarity. Rainbow Dash is supposed to have Fabian's role. I also made her a knight, even though in the play Fabian is a servant, and is the more self-controlled of the bunch. I didn't really see Rainbow as a common servant. Though why is she referred to as a stallion in this? I'll explain later.**

**I've rearranged the plot a little and have added a few scenes so I'm not just copying the play entirely. Hope you enjoyed this chapter!**

**In other news, I've been nominated for the Bronyland Pony Awards! "Bride of Discord" was nominated for Best Fanfiction and I was nominated for Best Author! You can vote for me and other Bronies at bronyland . com 2013/11/08/vote-for-us-for-the-pony-awards/! You should know for that they used my Fimfiction name DisneyFanatic23.**


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